Condemned
by xangabell
Summary: Sequel to Trapped A week has passed since Ben was discharged from the hospital and neither Gwen or Kevin have heard from him. Read full sum inside. Rating also explained.
1. Prologue

**Sum:** [Sequel to Trapped] A week has passed since Ben was discharged from the hospital and neither Gwen or Kevin have heard from him. During his silence, a series of riots have broken out around Bellewood and checking on him has become priority as his unwanted powers my have awoken once again. Rating is what it is for future swearing, violence, intense themes, partial nudity(nonsexual), and drug reference. Eh heh, I think I made sound worse than it actually is.

**Welcome all to the second installment of Trapped! Thanks to all of you for reviewing and allowing me to get this far in my insane series. I'm actually really surprised that I haven't gotten any flames yet what with my major mangling of the Ben 10: Alien Force series, but this version might. ;) You should all know that Ben will be majorly OOC, but I will try to keep Kevin and Gwen's reactions accordingly and if you don't like something, say so. I'm open to constructive criticism. Anyway, I'll shut up now so you can read on and see for yourselves, yeah?**

**Disclaimer:** Nope. Man Of Action owns this I believe and how I wish I was on their team… but I think I would be too brutal to the characters.

**Prologue**

The glow of the fires shown raging light down upon that of the rioting masses. People were fighting one another as though they were nothing more than the animals God had intended them to be. Biting, scratching, and that didn't even cover the amount of weapons they had created or even found lying around. Chaos reigned, pure and true, and stopping it now seemed to be all in vain. Especially when all they could do was fight for their own lives let alone those around them.

They were cornered. Ironic as the other walls around them were riddled with holes that could mean escape from the mass of fighting bodies around them, but said holes had become an entry point for the beings that fought all around them, fighting each other, fighting them.

But the beings in which they fought were not human. They were engulfed in an inky black substance that oozed off them as they clawed at each other, roaring menacingly in hoarse voices. She could hardly look at them. She knew what they were; what they used to be. Humans, altered drastically by the very touch of the black viney goo that was rapidly spreading through the city. There was no way to stop it now. It had grown too large, attatching itself to everything, human or animal, decaying it until they became nothing more than beasts that needed to share their pain by causing more.

The futility hit them both like a stab from a white hot knife. They couldn't win this battle, there were just too many and though they seemed to disintegrate with a strong enough hit, they had strength in numbers. The creatures were tireless, but they were not.

The worst of the situation, however, was not the monsters, but the fact that it was His fault. She argued that he didn't mean it, but nevertheless, all this death and chaos was caused by Him.

A monster leapt at her from the black mass, screaming at the top of it's lungs, claws raised to strike. She shot a bright pink ball of energy at it, hitting it in the chest. It burst into goo from internal decay, showering her in globs of black. She didn't pay it any heed for the sticky substance didn't attach itself onto her for reasons unbeknownst to either of them. He, however, had to remain in a shield of metal or wood lest he also fell pray the the black disease that swept nearly all of Bellewood.

Neither of them could take much more of this. She fell to her knees, panting heavily, the world around her looking like she was underwater. He was by her side in an instant, supporting her.

The creatures all seemed to notice a weakening in their prey. Their attentions changed collectively from each other to the humans before them and rushed at them ferally.

In a last attempt, she threw up a double layered shield, staggering some of the weaker creatures. He wished he could help, but the wall behind them, if taken out, led to nothing but a ten story fall and could very likely just create another opening for the monsters. He doubted he could even break the wall at this point. He was spent, they both were.

There had to be some option, anything to get them out of here. But nothing came to him. The first layer of their shield shattered, breaking like glass, but the pieces disappeared before touching the blackened floor. He looked at her, saw how tired she was. It was apparent on her face that a fainting spell was immeninent. He crouched beside her and wrapped an arm around her shoulders.

He knew the next shield was close to breaking. The cracks running up and down the flourescent pink wall gave that away. The creatures continued to throw their bodies against it, howling at the fact they couldn't reach their prey. He knew they both weren't ready to die, but he had the resolve to realize there was no other option. At least they would die together.

There was a brilliant flash of light as the final shield shattered, pieces flying in every direction. She fell limp in his arms, her energy spent to it's fullest. She wasn't unconscious as he thought she'd be as she layed a hand weakly on his shoulder. The creatures sensed their opening rapturously, crying tones of a higher pitch to express delight before making their final attack.

He shut his eyes, waiting for the intense pain as they ripped him limb from limb, praying that he would die first so he wouldn't hear her screams. He hugged her protectively, but the blow never came. A scream of outrage forced his eyes open only to see a battered body hunched protectively in front of them, a growl eminating from his throat.

At a first glance he was extremely pale, his bare back showing from lack of shirt. He was covered in scratches and blood, battle wounds from the hell outside. A hand was wrapped loosely in bandages, held out threateningly to the creatures that were confused by the sudden interference. His brown hair was a mess with a tattered white clothe tied at the back of his head. What it was for, he wasn't sure.

Their savior stood there for maybe a full second before leaping into the fray, fighting in a style similar to that of the creatures but slightly more aware.

Something tugged at the back of his mind. He was familiar, but it was hard to tell as he was hard to see amidst black crawlers. He felt the body in his arms tense up, as if in realization. She whispered a name that, despite the screams and roars still reached his ears. A name of someone they thought long lost, or even dead.

"Ben…"

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****Kind of confusing, right? I didn't want it to be easy to tell who was who and I'm sorry it's not that great. It's my first attempt at a prologue, so don't cast this story off right away! It will get better as I get to chapters with more detail. Also, updates are going to be a little far between as my father put a password on the comp and every other week I'm not going to have internet at all, but expect an update by at least next Monday. I'll try to keep up and not let this story die. Much love and many cookies to my R&R-ers!**

**-Xangabell**


	2. Chapter 1

**Wow, so much for trying to keep my promise. We're playing a game called 'update when I can'. I refuse to let this die until I finish, so sorry if this chapter looks a little forced. Also, I changed the rating to 'T' because I'm not so sure how far will actually go with this. I'll decide upon that later on.**

**Disclaimer: **Oh we're starting this again aren't we? Jeeze… Last one 'cause, you know, I'm so busy creating alien force episodes….

**Chapter One**

The wintery night air was crisp and cold, threatening to bite at the exposed skin of anyone who happened to be out at that particular hour. It blew gently through the grass and trees, blowing loose dying leaves from the branches. The only sound came from the light breeze rustling said leaves across the cracked sidewalk, scattering them across the road and in yards.

No one was around at that time of night, where the only light came from street lamps as the low laying clouds blocked the moon, except one individual who sniffed irritably and pushed his raven hair out of his face. He continued to look at his cellphone, leaning ever so casually against his precious green and black striped dodge challenger, thinking about the conversation Gwen woke him up for forty-five minutes ago.

_Bzzz… Bzzzzzz…_

_He moaned and shifted, trying to cling to the dream and stay asleep. He had gone to bed maybe an hour ago after one of his old contacts decided to pay a visit. It did not go well. What the hell was that noise anyway?_

_Bzzz… Bzzz… Bzzzzzz…_

_Oh, right, he owned a cellphone. He grunted and sat up, rubbing an eye and looking at his clock. Two-thirty A.M. _

"_Hello?" He asked irritably, stifling a yawn._

"_Kevin?" A feminine voice replied. She sounded tired as well, only there was also a tone of concern in her voice._

"_What's up, Gwen?" Kevin said, slightly more awake._

"_I'm really sorry I woke you up."_

"_Don't be. Something wrong?" She hesitated._

"_Well, I'm worried about Ben. He hasn't answered any of my calls for a week." _

"_He's fine. If he went out of it again, we would've heard about it." Kevin consoled, leaning against the headboard wearily._

"_That's not what I mean. Every other year, his parents drive down to pick up our other family members, Ken and our other grandparents, and bring them here for Christmas ."_

"_There you go. He's probably busy."_

"_No, Kevin. He always calls before he leaves to make sure one of us watches the town." She paused, allowing Kevin to interpret the silence._

"… _Right, he hasn't called you. You think something happened to him?"_

"_He did make quite a few enemies just by wearing the watch."_

"_He would've knocked them into next week. Besides, he looks a little scary to be tangling with." Kevin said confidently, shaking his head to keep awake. _

"_That's not funny Kevin. Could you check for signs of a struggle? I can't leave at the moment." She sounded a little embarassed._

"_What could you possibly have done to get grounded?"_

"… _Back talked my dad…" She muttered. "But could you Kev? Please?" He sighed, rubbing a hand down his face._

"… _Okay, okay."_

He yawned, already noting that the yard was perfect as though Ben's father was the steriotypical American male obssessed with such a thing. He pushed off the car, deciding it was time to look inside. He really wanted to get back to bed.

He patted the top of the door frame, feeling for the extra key he knew they left around incase Ben forgot his. Not there. He looked under the mat. Not there either. He scowled, not wanting this to become a chore where he needed to pick the lock when a shine caught his eye. He peeked into the bush and saw it dangling off of a small branch. Clever, probably Ben's idea. He grabbed it and after sleepily putting the key all around the lock and twisting the knob a little violently, walked inside.

The living room was nearly pitch black thanks to the clouds coming in at a constant streak, though he quickly became accustomed to it, but not, of course, before whacking his leg on the coffee table.

After a few muttered curses, he checked the kitchen, but found that even neater than the front lawn. He wondered how, when both Ben's parents were neat freaks, Ben himself was so untidy.

When he decided downstairs was clean, literaly, he made his way up the stairs, previous thieving skills making his steps light and quiet. Though upon reaching the top, he found Ben's door ajar. To his knowledge, kidnappers shut the door so that anything ruined in the process was left unnoticed until later. That could be ruled out then. Or not. Best to check the room before assuming anything. As he neared it, a voice to his immedite left nearly made him jump out of his skin.

"Come to check on me? I knew Gwen was going to do something." Kevin had to grab the hand rail so he didn't fall backwards down the stairs. He regained his composure and held a hand to his chest to calm his heavily beating heart. A slender silleoutte leaned on the guard rail three feet from him, resting his head on his hand as though bored.

"Scared the crap outta me, dude. How long have you been there?" Kevin squinted, but found that it was darker upstairs and could not make out Ben's condition.

"How long were you hesitating outside?" He said mysteriously. Despite the darkness, Ben seemed to be able to make out Kevin's skeptical expression but shrugged it off and walked into his room, leaving it up to him to decide if that statement was true or not. Kevin did notice, however, that he seemed to walked as though his stomach pained him.

He followed him in where the moonlight shone in once more, providing him with just enough light to see that the floor was covered in unidentifiable objects. Ben, seeing how blinded his friend was, sighed and flicked up the light switch. A sudden yellow light flickered to life and spread its golden glow about the room, allowing Kevin to see the mess that was his room.

Newpapers littered the floor with headlines such as "Criminal Acts Escalating" or "Another Fire Outbreak" in big bold words, while books lay in scattered piles, most upside-down so the titles were unreadable. Kevin nudged one with his foot and looked back to Ben, going to ask what he'd been doing when he was startled by his appearance.

His skin tone had grown ever paler, a greyish tinge taking a subtle form in his already dead looking appearance. The dark circles under his eyes had gotten slightly worse, but what caught Kevin's eye the most was how his clothes seemed baggier, his shirt and pants not a form fitting as they once were.

"… What the hell happened to you?" Kevin asked, stepping further into the room. Ben seemed to hesistate, looking contemplatingly out the window. When he looked back, his expression was unreadable.

"Is this leading up to a zombie comment because I swear I'll-"

"Don't avoid the question." Ben frowned at him, knowing he was caught. It wouldn't be easy to explain his silence. As he hesitated, he could almost sense Kevin's level of seriousness without looking at him.

"Well, I can answer that now, but I really don't want to repeat myself when Gwen comes. Don't think I don't know what you're doing." He added as Kevin opened his mouth to speak.

"Then tell me why you've cut contact with both of us then. I promise you wont have to repeat that one." Kevin leaned against the wall behind him casually, waiting for a response. He saw how Ben was being very evasive, not a good sign if something had happened while they had no contact.

"Lost my phone." Ben shrugged, eyes on the ground.

"Dude, I'm up here." Kevin rolled his eyes at Ben's poor attempt at hiding his lying eye tick. "Telling the truth wont hurt anything."

"Coming from you? That's almost funny." Ben exhaled as he plopped down on the edge of his bed. He watched Kevin for a minute and saw how he was watching him. It was a look trying to hide concern. He knew that was a face that would wait patiently forever for him to reveal himself. "Go on and contact Gwen, I'll wait."

It only took Kevin a second to fire off the text because it only consisted of one word: 'here'. He knew she would know exactly what he was talking about. He looked back up at Ben who had a hand on his head as though he had a headache. He waited for him to look at him to see he was done. Ben did, but he looked as though what ever he was hiding pained him a great deal to talk about.

"…… I forgot." Was that seriously his answer? Another avoidance? No, he was serious. He looked him straight in the eye and said it with a relenting face. He waited for Ben to elaborate. "I… knew I had a phone… I… didn't know I had either of you."

"… You forgot about us?" Kevin asked, insult and accusation free from his voice.

"I've let a lot of things slip from my memory… or, more like, I know they're there, but I can't find them. It's like trying to grab smoke. Every memory of anything before I was five…" He made a hand gesture to signify that they had disappeared. Kevin looked at him, expression thoughtful. What was going on? Why would he be losing his memory?

"It's just… gone?"

"Yes." He closed his eyes and, to Kevin's confusion, smiled. "Insanity really isn't just a state of mind is it?" Kevin was unsure how to respond. Ben didn't seem at all as if he was out of his mind. And now all of a sudden, his memory was going. Maybe a change of subject was in order so he could discuss with Gwen later.

"I see you've been keeping busy in your absence." Ben watched Kevin pick up a newspaper near his foot.

"I needed something to do. I couldn't just sit and mope, could I? Besides, haven't you noticed the steady decline of our town?" Ben asked, willing to change to subject. In truth, it was hard not to notice. Gang wars, murders, people running amok, all up about ten percent.

"Glad to see you still want to play the hero."

"Necessity." He said, unhappy to have that brought up.

"Been trying to find out, but none of my contacts have any idea what's going on. DNAliens you think?"

"No, it's not." Kevin looked up at him from the paper, eyebrow raised.

"You sound sure of that." He commented. Ben shifted on his spot on the bed, a hand over his abdomen.

"… I took a look two days ago, as Big Chill."

"You got into a DNAlien hive?" Ben scowled at his skepticism, his look telling him to let him finish.

"Yes, I did. And, here's the strange part, they weren't doing anything." Kevin opened his mouth to question him once again, but a voice echoed from downstairs. Female; damn Gwen was fast. Right as Kevin turned to the doorway to tell Gwen they were upstairs, something darted silently past him. He looked down the hall to see, but caught nothing but a slamming door.

"Kevin?"

"Up here, Gwen." He called back, flicking on a light switch for the hall, shedding light in the dark house. Gwen was up the stairs and by his side in an instant.

"Where's Ben?" She seemed out of breath, probably getting to house with a mixture of running and power usage. Being grounded did limit you.

"Took off towards the end of the hall. He didn't look well." Gwen walked to the ending door, and knocked gently.

"Ben? What's been going on? Are you okay?" She asked.

"No, not really…" He replied a little weakly. After no explaination, she opened the door slightly and, after seeing him sitting on the floor opposite of the sink, opened it all the way. She kneeled next to him, taking in his condition with concern.

"Did you stay because you don't feel well?"

"I wish I could say that. It's what I told my parents anyway." She layed a hand on his cheek, almost recoiling at the icy touch. His tempurature had definitly plummeted quite a bit and she could immediately see how unhealthy he looked. She stood and offered him a hand. He waved her off, grabbing the edge of the counter to pull himself up, but his hand slipped and he fell to a knee, wincing.

She leaned down and pulled his left arm over her shoulder, supporting most of his weight with her back which, she noticed, wasn't much. They walked back to the bedroom, passing Kevin who stood up but remained where he was, unsure what to do. They both sat down on the bed, Ben looking slightly embarassed by the help, but quietly thanked her nonetheless.

"Why haven't you called me? Either of us? Kevin even left you an insulting message to make you mad and call back." Ben looked at Kevin and then the floor, a melancholic expression on his face.

"He's losing memory." Kevin said quietly, eyes meeting hers. She looked alarmed as she looked to her cousin again, filling in the blanks through his statement.

"Just five years of my life among other various things." Ben said with a cough. An arm moved back to his abdomen, unable to hide a wince.

"Are you sure you're not sick?" Gwen asked, concern her main tone.

"I'm sure. That damned phantom's powers protect me from injury, why not illness too?" He looked irritably at the wall at being reminded of his current condition. Gwen nodded. It made sense really.

"Is it just your stomach that's bothering you?" He nodded lightly. Gwen looked thoughtful for a moment, having a look around the room when her eyes fell surprisedly on a small item on his bed. Wasn't that the doll Julie gave him?

"I might have a theory." She turned slightly, reaching for the small thing. Ben slapped a hand to his head in pain, a small girl's voice wimpering in within his mind.

"_Don't let her touch me, daddy…"_ It pleaded, sounding like a small child lost in the rain. He remained still, preoccupied with his sudden headache as Gwen grabbed it. She clutched it loosely in her hand, examining it as she spoke.

"Some physical ailments are an extension of a something you miss in life. Like how you love an object dearly and if it were to suddenly be gone…" Kevin looked at the doll curiously, understanding what she meant, but noticed Ben wasn't listening. He was staring intently at the Julie-doll.

"_Daddy!"_ It shrieked, scared and angry.

"Aw, do you miss your girlfriend?" Kevin taunted, trying to break his gaze from it. Ben snatched the doll from her grip, giving Kevin a punch in the stomach at the same time.

"Aw, you miss her too." He hissed through the pain. It began to ebb away as the plushie sat safely in his lap, contented to be out of a strangers hands.

"Guys, stop it!" Gwen frowned, unaware of what Kevin had been trying to do. She watched Ben hold it protetively against him, knowing they touched a sore spot.

"It's not her. Personally I'm glad she not here." The comment was not spiteful in the least. It was obvious that he didn't want Julie around to see what he'd become in her absence. He knew he was a monster, and she didn't need to see, or experience that.

Kevin recovered, unoffended by the hit, knowing he would get some response to that statement and happy to get one at all. Whenever Ben made that face, he heard Zs'Skayr's voice and that was never a good thing. He grabbed the chair from Ben's desk and sat in it backwards, head resting on its back. He zoned as Gwen continued to list other possibilities for Ben's illness when a though occurred to him. Maybe he was sick because he was hearing voices. He watched him hold the doll, almost seeming to coddle it.

"I told you, Gwen, it's not-"

"Hey, dude? Why are you so protective of that thing?" Ben followed Kevin's eyes to his lap, stomach turning sickeningly as he realized what he was doing.

"I'm not. It just means a lot to me, is all." Ben was just truthful enough to avoid his facial give away. Kevin didn't look satisfied with the answer.

"_He's annoying. I know! Let's play a game with him!"_ Ben's eyes went wide as he looked frightfully to the inanimate thing. He didn't like games. He had had to try very hard to stave off the last one and even that had resulted in a little destruction to his room.

"You sure?" Kevin's gaze seemed to look right through him. He shook his head, trying to refocus. Gwen put a hand a on his shoulder, waiting for him to respond.

"_Kill him! Kill him!" _It chanted with childish glee as though playing a game of ring-around-the-rosie. A hand covered his mouth as he swallowed a retch. His nausia returned once more to taunt him like the little doll who continued to sing repetatively, waiting for him to play along.

"Ben? Are you still with us?" Gwen was kneeling in front of him, looking up at his face, realizing he was out of it. Staring down as though he saw something frightening, or worse, heard it.

He couldn't answer, he was frozen in illness and terror. He couldn't stand to rush to the bathroom where he felt as though his stomach was trying to force it's way out of his mouth. His pain continued to grow to unbearable proportions, making his legs useless and speaking even less possible.

"_Kill him! KILL HIM!!" _The last one sent him over edge. He gagged into his hand, feeling his empty stomach force something solid up his throat. It gathered in his mouth and dripped down the side of his chin, the consistency of blood but thicker. The room spun, dizzying him. He clutched the bed with his free hand to steady himself. Gwen was still trying to talk, her eyes stuck on the thick substance on his face. None of her words reached him.

His removed the hand from his mouth, trying to confirm if he was indeed losing blood. That thought was immediately forgotten as he saw the dark inky liquid dripping from his hand. His throat tightened painfully, his breath coming in short gasps, but his gaze didn't leave the horrifying sight until the room suddenly went black around him. The last he heard was the sinister laughter of a no longer innocent little girl.

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**Ah, please don't hate me for this horrific chapter. The real action starts, hopefully, next. Thanks to those of you who can tolerate my absences. Got a big project to work on and it's literally eating up all my creativity. Oh well. Until next time!**

**-Xangabell**


	3. Chapter 2

**Sorry about the extremely huge delay. I had the hugest case of writer's block. Oh such blocking I had! So hopefully this won't be too horrible as I'm still trying to fall back into a rythym of sorts, or at least the one I had when I began. Aaaaaaaand, you guys don't want to listen to me blather on, so go on, go get what you came for.**

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**Chapter 2**

Gwen caught her cousin as he fell forward, concern making her mindless of the black substance that slowly dripped from his chin and onto her shoulder. She gently pushed forward, laying him flat on his back on the bed. She leaned over him, calling his name frantically while slapping his cheek lightly to try and stir him but to no avail.

As Kevin made his way to the bed, his foot kicked something on the floor. He looked down and saw the Julie-doll. There had to be a major connection to it the way Ben was freaking out, but he could find out later. He looked down worriedly at his friend but saw his breathing had returned to normal. He now looked like he had just fallen asleep instead of freezing up and then passing out. He grabbed Gwen's shoulders and pointed this out to her too. She looked up at him, eyes still frightened, but less so as he soothed her with facts.

She looked back to Ben, sitting on the bed next to him, her shaky legs preventing her from standing. As she watched his sleeping face, she remembered that he had that sticky black substance running down his chin.

"What the hell do you think that is?" Kevin asked quietly, watching her reach for a tissue and wipe Ben's face. "Did it turn his blood black?"

"I don't think it's blood." Gwen replied wearily, examining the tissue. "It's too thick to be blood. Maybe Zs'Skayr had another sort of power that's transferring to him?"

"Yeah, the power to shoot black liquid. Real scary." Kevin said, rolling his eyes and reaching for the tissue to throw it away. As his hand drew near, Gwen drew back, eyes wide. Kevin recoiled in surprise and gave her a confused look. "What?"

"The substance, it…" Gwen trailed off, looking at the smudge again to confirm what she just saw.

"…It what?"

"It reached for you…" Kevin raised an eyebrow skeptically.

"The light's playing tricks on you. Makes sense 'cause it's so freaking dim…"

"It's not, I swear!" She frowned indignantly, wondering how tired she actually was. Kevin sighed and swiped the thin paper away from her, dropping it into the waste basket by Ben's desk. He noticed her giving him a funny look and he showed her his palms, expressing that his hands were, in fact, clean. She shook her head.

"Your guilt's messing with you." Kevin teased, noting the fact that she was still an escapee from her 'house arrest'. It was her turn to roll her eyes.

"So, what were talking about before I got here? He must have said something to you." Gwen said, returning to her state of concern, running her fingers through her sleeping cousin's hair.

"A couple of things, actually. His memory, his appearance… Of course, I was doing the most of the talking there." Kevin said, trying to lighten the mood.

Kevin couldn't see her expression as she looked down at her cousin. Perhaps she was thinking how much more damaged he actually was than he appeared to be. It could very well have been that, but there was something more to it. There always was. As he began to space about other possibilities, out of the corner of his eye, he saw something sparkle. When he turned his head to look, it was gone, but when he looked down at Ben's black shirt, he saw a couple of wet spots.

"Gwen…" Kevin started, already mustering up as much comfort into his voice as he could, but she interrupted him, her voice wavering.

"Kevin, don't."

"It's easy to see you still blame yourself for something. It's not your fault."

"I don't know how you can still be so convinced of that… The spell-"

"Stopped him from destroying downtown." Kevin finished her sentence. She looked back down, sniffing, too tired to fight back. "You helped save him. It was no one's fault how it got started." He waited for a reaction from her, another defiance of his comfort, but received none.

"… So, he just… forgot about us too?"

"Just temporarily. He didn't question me when I arrived. Actually expected me to come, so sight is a good reminder. Besides, he could never forget me." He smiled a little at her. She looked back at him, her look less miserable at the slight joke. She inhaled deeply to calm herself. Tears were going to get them nowhere fast. She had to be strong.

"Did he answer as to why he looks so ill?"

"Nope, but we can assume that he's actually sick and dropping weight, or he's eating less." Wasting away was the term that came to Gwen's mind. If she was in that situation, the stress would have made her stop eating all together, lumped with the fact that he seemed to feel sick all the time. Nausea and stress were almost synonymous with each other and both were common causes of death within every part of the world.

As she looked at her cousin, seeing his fingers twitch, most likely a reaction to whatever dream he seemed to currently be having. She grasped his hand, almost seeming to try and tell him she was there.

Kevin allowed her a moment to feel like she was helping him, letting his eyes wander the room until they fell on the Julie doll. He plucked it from its spot on the floor and examined it, looking over its painted features. He had acted so strangely towards it, almost as if it had been alive.

"Kevin…" He looked at her, seeing the inquisitive look. She held out her hand for plushie, watching the head loll in her hand, the innocent features staring at the ceiling.

"What do you think his problem is with that thing? He protects it like it's alive." Kevin commented, looking from Ben's sleeping form to the window. Gwen took into consideration his words.

"Maybe it is…"

He could feel himself slipping out of the dark realm he had tried so many nights to avoid, thankful for the release from the icy blackness. As his consciousness bordered on awakeness, his senses began to return to him one by one, his hearing coming first. There was a faint mumbling coming from downstairs followed by a catchy jingle most likely from a commercial on T.V. He could also hear the slow exhale of someone on his far left.

He tried to discern more, but his feeling quickly returned to him and God did he wished it hadn't. A migraine came at him like a hit from a semi, making him wince visibly to the room's inhabitant. He rose a hand to pinch the bridge of his nose, listening around the pain as the person stood.

"You still with us?" He immediately knew it was Kevin, though why he had remained in the room was a mystery.

"For the most part. Why aren't you downstairs with Gwen?" There was a slight pause as he could tell his friend had expected him to bolt upright and ask what happened.

"Well, she wanted to stay up here and tend to your every move, but I told her to go downstairs and relax. She's a little tense, probably not used to staying up as late as us. Only enhances her massive amount of worry." Kevin's tone indicated a shrug at the end, but Ben didn't care.

"She still blames herself doesn't she?"

"… A lot." Ben frowned, moving his hand across his face to lay his arm over his eyes. During the movement, he could feel the cool smooth surface of the Omnitrix, a deep feeling of anger rekindled toward it. It hadn't done anything for a week except glow its usual peridot color indicating it was on, but nothing more.

"There's another reason I sent Gwen downstairs…" Kevin said suddenly, voice taking on a slight nervous tone. He watched Ben move his arm to peek open an eye at him curiously.

"So you can watch me sleep, pedophile?" Kevin flushed angrily at the jab.

"I'm trying to be serious here." Kevin frowned at Ben's amused smile. "She's been the bearer of bad news since this started and I figured I'd better take the heat for this one."

"Just say it then. I don't think there's anything worse than being a homicidal, criminally insane subhuman infused with evil alien ghost DNA." Kevin grimaced, taking in how casually he said it, but knowing every word was a blow at himself.

"Easy, you weren't yourself."

"I'm not possessed, remember?"

"Gwen thinks that it was a different side of your mind that doesn't qualify as you. Kind of a split personality thing."

"… If it comes from me, it was me, whether it was a different side of MY mind or not."

"Seems you're still guilty too." Kevin replied, not missing a beat. Ben winced at the revelation, or the migraine, the pain being a little hard to differentiate. He waited for Kevin to begin, eyes closed again to calm his protesting head.

"… Just to establish, Gwen thought of this, I just agreed." Kevin told him, seeming to fear his wrath almost as much as Gwen's. He would've found it a little funny if there wasn't such a heaviness to it. "She came up with a theory after you lost it about that doll. Is it talking to you?"

"…" Ben was unsure how to respond. They had put it together quickly, not that he had been subtle about it, but honesty at this point was the best policy. He nodded. Kevin seemed extremely hesitant to continue, but pressed onward, deciding to just get to the point.

"She, uh, thinks you're schizophrenic." There was a moment of silence where one waited for the other's reaction, in a position where, if necessary, he could move swiftly. He soon found that it wasn't needed as the other lay there, unmoving, allowing the information to sink in.

"… I knew there was a word for it. I guess I just didn't want to believe it." He raised his right hand to his face, examining the dried black fluid on his palm.

"You're okay with this?"

"About as 'okay' as I am with everything else. Just another thing I can't change."

"But you can mange it. And if you can't, we will." Ben looked at him a bit skeptically, but appreciative nonetheless. He tried to sit up, knowing the shift in gravity was going to rain hellish pain upon him, but it was degrading to have Kevin talk down at him. As he was halfway up, his prediction came true, forcing him the rest of the way up just to clutch his midsection.

"Still feeling sick?" Kevin asked, moving to grab the waist basket. Ben waved him off.

"It'll pass in a bit. I should really see how Gwen's doing." Typical Ben. More worried about those around him than himself. Kevin watched him try to stand, a hand clutching his head in agony. He managed to grab his arm before he completely fell.

"Voices affect you that much?"

"You don't know the half of it." Ben smiled, although it could've been more of a grimace in his position. Kevin pulled him up completely and offered him a shoulder for balance. He would've wrapped Ben's arm around his shoulders and half-carried him down, but being a full head taller didn't leave any room for it.

Ben contemplated for a split second before grabbing his shoulder, seeing the slight surprise at how his new body temperature was even felt through two layers of T-shirts.

"Damn Tennyson…" Kevin commented, raising and eyebrow at him. Ben just scowled at him.

"Shut up." They began to walk forward, Kevin leading, pausing as they got to the stairs. Only wide enough for one. Ben sighed and went first, gripping the hand rail as he made his way down. Thankfully, now that he was up and about, the blood flow was diminishing his migraine, but something still nagged at him.

He walked slowly around the side of the couch, unsurprised when he found Gwen had fallen asleep, the television most likely on to calm her nerves. He stood for a moment until Kevin nudged him, indicating that he probably should wake her up.

He kneeled down in front of her, gently laying a hand on her arm, shaking her. She inhaled and stretched, suddenly freezing as she recognized the touch. She sat up on an elbow and looked at him as he just smiled back. She flung herself upon him, nearly knocking him back, forcing him to shift for better leverage.

"I'm so glad you're okay! You are okay, right?" She asked as she pulled back, still half laying on the couch.

"As much as I was earlier." Ben said, helping her back onto the couch so she could sit.

"What was that black stuff? Is it blood?" Gwen watched her cousin stand a little shakily, his expression changing to distaste.

"I don't know." He replied, looking at his hand. "Certainly didn't taste like blood." Gwen looked like she wanted to say something about her earlier observation, but thought better of it, reminding herself she was tired. Silence prevailed for almost a minute, before Ben figured he should wash his hands, about to walk to the bathroom when a sudden news cast caught all of their attention.

"_Welcome back to channel six news. It is currently six o'clock exactly as we continue our watch of the downtown rioting."_ Ben blinked. Six o'clock? He looked around the room, eyes falling on a window, confirming that indeed it seemed to be that time as a small golden sheet layered the bottom frame of the window. He had forgotten how time flew when one slept.

"_Police continue their battle with the rioters near one of the abandoned buildings, but there has been no indication of any suppression while many of the officers have disappeared. Tony Romas has the live, on scene report."_ The female anchor gave the screen over to her partner. None of them were prepared for what they saw.

What they were looking at was obviously downtown, but it was in much more disrepair then it had been last time they were down there. Garbage littered the streets behind the co-anchor, small fires lighted along the sides of roads, and people running in all directions, some carrying stolen items, others make-shift weapons. It was utter chaos in comparison with the perfectly normal uptown.

"_As you can see, Diane, the conditions have declined even further, as there has no success in subduing the rioters. I have spoken to the chief of police who claims, after many of his officers have gone missing, that they intend to bring in the S.W.A.T. team to clean things up."_

"_Has there been any success in finding out what the rioters are after?"_

"_Unfortunately, not yet. It seems so far that they aren't after anything, but it's hard to imagine that all this isn't for something." _Ben could only look at the screen, horrified at the information this had brought to him. So far, this had been the only news station to actually send an person out on the field. Now he could see why the others were so reluctant.

"Wait, what's that?" Kevin suddenly asked, staring intently at the screen. Ben looked to him before swiftly grabbing the remote and pausing the screen right before Tony finished his goodbye.

"What?"

"See that? Behind the guy?" Kevin got up close and pointed to the screen. Ben crouched, nose inches from the screen to examine the anomaly. It would have been virtually invisible if there wasn't a slight distortion around it, almost as if the around it was vibrating. It was a circular metallic device, but that was all Ben could make of it.

"What is that?"

"I don't know, but that metal isn't from earth." How Kevin could tell from such a small picture was a mystery to him, but, then again, it was his trade after all. Ben hadn't realized Gwen had moved from her spot until she spoke from in between them, her voice a little grave.

"Guys, we've seen that metal before." Ben tried to remember, but couldn't recall where he could have possibly seen the crimson looking metal. Kevin looked at her, his face reflecting the seriousness.

"DNAliens." He said irritably. Oh right, the mechanics on the ship. Some of it was framed in it. Ben resisted the urge to slap a hand to his face, frustrated with his retreating memory.

"But what can we do about it? Others must have seen it too. We can't be the only ones." Gwen reasoned.

"I doubt anyone authorative saw it, Gwen. If someone phoned in about a device on a wall, what would you think?" Ben countered, jamming his thumb towards the frozenT.V. screen for emphasis.

"Then we'll have to look into it." Kevin said casually, tone caught by Gwen immediately.

"No! We are not going to break into their hive! It's too dangerous and Ben…"

"Ben what?" Ben asked, looking unamusedly at her. She looked apologetic as she continued, undaunted by his look.

"Well, you're in no condition to really go anywhere. A couple of hours ago you were extremely sick-" Ben held up a hand to silence her.

"Look, I appreciate the fact that you care, but I don't want to stay here while the city is slowly being destroyed. It kind of works against everything we worked for." Ben stated firmly, arms crossed. Gwen opened her mouth but Kevin beat her to it.

"Alright, it's your funeral, not that you'll really have one, being amongst the living dead as you already are." Kevin smirked as Ben fumed, hands balling at his sides. Gwen put a hand on her face.

"Fine, fine, but we need to do something now before anything else happens."

"Alright, give me a minute. I'm going to grab a jacket and wash whatever this is off." Ben replied, before walking quickly upstairs. Even upstairs, he heard the resounding smack of an alien powered slap.

His first trip was to the bathroom to wash the remaining dried fluid on his palm. He frowned in thought as he watched it swirl into the drain, still acting like blood. He then walked into his room, avoiding the cluttered mess on the floor to grab his new green hoodie from the chair. With the sun out, he couldn't be too careful. Burning alive wasn't on his list of ways to save the city.

He slipped it on as he walked out, freezing at the door, one sleeve on when a voice resounded in his head.

"_You're not going to leave me, are you daddy?"_ Ben turned, seeing the doll on his nightstand instead of on his bed. Why now…? Remained where he was, unable to move or look away.

"'_Cause I'll be really sad if you go. Please don't leave me daddy."_The whimper tore through him. He wanted so badly to throw it out the window and be done with it, but something inside of him remained somewhat attached to it. He couldn't explain it, it just was.

"Yo Tennyson! Hurry up!" Kevin called. Ben looked out the door and back to the doll repeatedly. He couldn't. He shouldn't. It was a horrible idea.

"Coming!" He shouted back, quickly grabbing it, loathing it's power over him as he stuffed it out of sight in an inner pocket, feeling it radiate happiness at his obedience. It was only a feeling, but somehow, as he got into the car, he could tell that things were going to go awry somewhere. That had been his luck lately after all.

* * *

**Ah, please don't hate me. I'm trying to get back into it, really I am! Never hesitate to tell me about errors or miscontinuations, okay guys? Next chapter is where the action starts! I promise! In the meantime, R and R please!**

**~Xangabell**


	4. Chapter 3

**[Insert long winded extrememly boring speech about how sorry I am for not updating for the longest amount of time.] [Insert another long winded extrememly boring speech about how I thank everybody for still favoriting my story even though I've been missing. =) And for their patience if they're still reading.]**

**Chapter 3**

_The drive itself had been relatively short, Ben being able to talk Kevin down the correct roadways, misguiding him only once on the pretense that 'flying is a lot different than driving, shut up'. However, it wasn't very difficult to find as they had been there once before._

_"So, what's up with the DNAliens? Don't they usually move after they're discovered?" Kevin asked, rounding a corner faster than the speed limit allowed. _

_"I think that's why this operation is where it is. It's not something they'd generally do. Made it harder for me to find them, anyway." Ben replied from the backseat, leaning casually against the seat with his hands in his jacket pockets. He seemed unaware of how violent Kevin was swerving the car around corners._

_"Could you tell- Kevin, take it easy!" Gwen shouted angrily, frowning at Kevin's amused grin. "Could you tell exactly what they were doing?"_

_"Well, see, that's the strange part. They didn't seem to be doing anything. Although... I was only able to look around for maybe ten minutes."_

_"What happened? Get caught?" Kevin looked at him through the rear view mirror. The look was supposed to be taunting, but it only made Ben snicker because it made Gwen hit him in the arm to pay attention to where he was going._

_"No, sunrise actually." He sighed. "And I wasn't about to spend the whole day hiding on their ship." _

_"Maybe that's the problem right there. You only searched the ship." Gwen interjected_

_"Not very thoroughly either. That's why, when we arrive, you two need to locate the underground entrance. I'll take the ship."_

_"Whoa, whoa, you want to take an entire ship by yourself? That's suicide, dude." Kevin said, slowing as they reached their destination._

_"And how can you be so sure the operation is underground?" Ben looked at them as though the answers were obvious, but remained patient nonetheless._

_"A) Only I know what parts of the ship I've searched. It'll be faster if I just finish. And B) The old farmhouse is the only building out here, and it's far too small to actually hold an operation inside. Turn here, they won't see the car." Ben pointed toward a particularly thick patch of corn growing to their right. Kevin looked at it with contempt._

_"You're paying for any scratches on my car." Ben rolled his eyes as Kevin, as delicately as possible, parked among the thick green and yellow foliage. _

_"You should know, I'm not okay with this." Gwen told Ben unhappily as they stepped out and rounded to the trunk._

_"Don't worry. It'll be an in and out job and I can find and meet you guys underground, okay?" The look he received from her was obviously not okay, but she didn't have time to argue her point as Kevin produced a small blue box from the mess of, most likely illegal, weapons. It contained three silver penny-sized earpieces._

_"Guaranteed to work anywhere on the planet, underground or not." _

_"All set?" Ben asked once the communicators had been applied and tested. Gwen and Kevin nodded, setting out immediately. _

That had been over twenty minutes ago. By now, they had all managed to make it to their intended destinations. Or, at least, Kevin assumed so. The ship seemed farther out than the underground opening, but it was probably more or less a safe bet.

It had been rather subtle too, the entrance. If one wasn't looking for it, it wouldn't have been obvious. Then again, Kevin had had to trip over the handle sticking up from the ground to find it. Both of them hid behind a dirt mound on the side of it after that. It was a good decision. Right after they hid, the hatch opened with a click to reveal a DNAlien. The trapdoor was only open enough for the creature to peer at its surroundings, but the chittering told them exactly what it was.

After seeming to deem the area safe, it flipped the door over completely, clambering out and moving as two others stepped out. It said something else before standing over the hole and grabbing a metallic looking box that was pushed out of it. It was about two feet in length and very heavy judging from how the creature seemed to struggle with it. After finally pulling it out, a fourth hybrid climbed out, closing the hatch and immediately helping pick up the box and carrying it over to the ship.

They waited until the chatter faded into the distance before standing and rounding over to the door.

"Close one..." Kevin commented, kneeling in front of the hatch.

"Very." She agreed, moving to stand next to him as he pulled open the hatch cautiously. Gwen hoped against their usual luck that nothing decided to jump and capture them this early on in the mission. Thankfully, nothing did as they looked down the hole. It was nothing but shadow. Not even the sun could seem to clear away the blackness that taunted them. Kevin looked up at Gwen, seeing her try to think of how to deal with the situation. He could tell now that one of her energy orbs would be immediately detected and walking blindly would most likely lead into a trap set for intruders. But, it was all they had.

Kevin flipped around onto a ladder that lead down and slowly made his descent. About halfway down, he looked back up and saw Gwen hadn't even started down. He opened his mouth to call for her, fearful she had been knocked out from behind, but stopped when a thought occurred to him, making him grin in the darkness. She didn't want him to see up her skirt. Damn, that would've been awesome.

He gingerly touched down on the bottom and quickly moved to one side, his back pressed against the jagged stonewall. A glowing strip had been built into the wall, proving a small amount of light for him to check his surroundings. Not a creature in sight. He sighed, thanking his luck for it's mercy.

He thought about how to signal to Gwen that he was at the bottom when he could hear the metallic tap of her shoes coming closer. He remained close and helped her down when he noticed her eyes had not yet adjusted.

She nodded to him in a silent thank you when they could hear the screeching sound of metal on metal coming slowly closer. She quickly tucked herself into a nitch in the wall while Kevin absorbed it, seeming to become one with the wall.

The alien appeared on their right, pushing a mining cart along a set of tracks Kevin hadn't had time to see. It stopped a moment, looking around before continuing along its original course, leaving the cart where it was. They both let out sighs of relief. Gwen squeezed out of the nitch, ripping some of the stitching on the bottom of her skirt, and moved over to the abandoned cart. Kevin followed her, dropping his shield. He was starting to keep count of how many narrow escapes they had.

"It's empty." She stated quietly, a glowing pink orb wrapped around her hand.

"Probably left the cargo back where it came." Kevin replied, brushing some dust off his shirt.

"Which means we should go that way." They both looked down the dark tunnel that was lit only by the thin blue strips. It looked rather ominous, what with the jagged rock faces, most likely present because the tunnel was made in a hurry. But they pressed on, keeping against the walls as much as they could. Their thoughts never strayed as they walked, anxiety of being discovered holding their attention. Gwen however, being a bit of a multi-tasker, still found time to worry about her cousin's progress as well as their own. Having him take the ship was a good thing since he had searched it before, but having him take it alone? She frowned, hoping that he was alright.

* * *

He had been in this room before. He knew it. Or did he? Maybe the next room would refresh his memory. No, he hadn't seen this one yet... had he? That ceiling structure looked familiar. He peeked into the next room. Oh, that's why it was familiar. It was in every freaking room.

Ben resisted slapping his hands on his face. He couldn't remember. Every single room he had explored rung no bells for him. He let out a sigh, a puff of cold air exiting his mouth. At least the searching wasn't too horribly slowed, Big Chill helped with that.

He flew into the next room and happened upon a few DNAliens sitting around. Two of them were playing something that resembled a card game, but Ben couldn't say for sure. Hey wait, this room looked familiar. Hah, he'd been here! So the next room should be a sort of conveyor line. He flew into the next room. He swore he could hear his own mind laugh at him.

"Ffffffff....." He hissed, wanting for all the world to shout the expletive, but his self-restraint denied him the satisfaction. A few of the room's inhabitants looked around at the sudden sound, gurgling in their strange language. He could care less.

It bothered him how he had explored this place only days ago and now nothing served to remind him where he had already been. Not only that, but he was sure he had searched several areas of the ship twice. It was so infuriating that he longed to reveal himself only for a few minutes to freeze a couple of the pseudo-aliens, but that could alert everyone in the ship AND underground. No, he'll save it for later when they were finished. Maybe.

He flew on, trying to keep his temper in check. The next room held even more of those silver boxes. Curiousity got the better of him, forcing him to search at least one. He was glad he did.

The whole box seemed to be made of a form of steel with a rather strange sheen. Lifting the lid proved no problem, but he could tell it was a rather heavy box for something so small. Inside, however, was the prize. Four of the devices lay organized in the box in two piles. Two on two. He looked around to see if he had company before pressing on the device on his ear.

"Hey guys, still alive down there?" It took a moment before he heard a reply in hushed agitated tones.

"Warn me when you call in as an alien." Ben smirked, knowing, unintentionally, he had scared him.

"Jumpy now, aren't we?"

"How goes the search on your end?" Gwen intervened before Kevin could make a come back. Their banter could last for hours if she let them at it.

"... Well, I've found silver boxes in a couple of rooms. You need to remember to take one before we leave."

"We saw some DNAliens coming your way with a couple of those. What's in them?"

"That device we saw behind the reporter." Ben heard Kevin mumble something similar to jackpot through Gwen's reciever as they took in the news.

"So they're definitely being produced down here. We haven't found the factory part yet, but we'll keep looking. Check in when you're finished, okay?" Gwen reminded him. She waited several seconds to hear a reply. "Ben?" There was a hiss of static. It sounded an awful lot like he had tried to shush her. She couldn't respond again as a huge group of creatures passed.

He had been stunned into silence for several moments when he had phased into the next room, unable to believe what he saw. He had been forced to quiet Gwen so he could get in closer and actually verify what he saw.

A Highbreed and a human- No, a Forever Knight, several of them, were conversing in a large cylindrical room. He must have drifted into the center of the ship. As he got closer, bits of what they were saying became audible. It seemed as though they were arguing.

"They said 2,000 cases! 2,000!" One of the Knights shouted at the Highbreed, either ignoring the fact that the leader could him in a heart beat, or didn't care. What intrigued Ben the most was that the Highbreed was taking it. Actually, he almost seemed scared. They both did.

"Silence, human. We are only twenty cases short. As you have seen, I am currently 'understaffed'." The Highbreed replied, scorn only slightly hidden. Some DNAliens around him hissed at the Knights' supposed insolence.

"That's not going to matter when they find out! Twenty could easily mean life or death for both of us." The Knight lowered his voice a bit at the last sentence, the reality of it sinking in. The Highbreed didn't seem unduly worried, but then again, it was hard to tell when their facial features hardly moved.

Who was this group the Knight kept mentioning? They seemed very powerful to be able to hold both the Forever Knights and the DNAliens in check. And order them around.

He tried to get closer as their voices lowered, apparently scared that who ever they were refering to might actually hear them, but stopped when he heard a sudden low beep. He looked around, wondering where it had come from when it sounded again. He realized, it had come from his mind.

_"User no longer identified. Security shut down activated."_ The Omnitrix! It was what?!

"No, no!" He whispered harshly, trying to cling to the form. He began to descend slowly until a green flash enveloped him, turning him human once more. He fell the rest of the way, which was about ten feet, behind stacks of silver boxes. He couldn't help the sudden exhaled grunt as the impact forced all the air from his chest.

He could hear heavy footsteps coming closer. Looking up with a hand on his face, he saw that they had him surrounded.

"Well, well, Lookit wot we have here." One of the Knights said, his accent heavy with medieval luster.

".... Shit."

* * *

Kevin and Gwen had been fairing better than they had expected. So far, they hadn't been detected at all, though the "close call" factor had been constantly on the rise. Despite that, they finally made it too the center of the factory and it wasn't at all what they expected it to be.

The DNAliens were standing in lines, much like workers in a human factory, putting pieces together with expert precision. They seemed to be grumbling through the work, but were as obediant as the intrusive DNA in them commanded them to be.

Kevin got as close as he could, hiding behind some crates full of parts. The words along the side dictated that the parts came from the Forever Knights. So, they were supplying the DNAliens, the DNAliens would assemble the devices... then what? Obviously place them, but who did that?

He looked to his right to see Gwen examining some of the pieces. Three different colors remained constant among the many pieces layed out before her. Red was a main color amongst the pile, mostly on pieces that looked like cover plates. There was a fair amount of silver too. It looked like it was mainly for pieces that moved or a small speaker that went... somewhere. What really got his attention were the small gold pieces.

"Versidium?" Gwen whispered, holding up one of the gold plates. Kevin nodded, taking it from her. That would explain the shimmer in the air behind the reporter. It was sound waves. But how were these driving people insane?

He didn't get to finish his thought as a couple of DNAliens sprinted past their spot, chittering and growling agitatedly. They peered warily over the boxes and found the DNAliens in line looking at each other as if they didn't know what to do. They didn't have too as another ran into the room and took control.

"Continue your work!" It screeched, clawed hands in the air. "The intruder shall be dealt with by us!"

"Oh Ben..." Gwen's face fell before the creature had finished its sentence. Kevin watched it run down the tunnel with several others. They needed to get up top and fast.

* * *

"How did a human sneak onto my ship?" The Highbreed asked furiously, aiming the question at one of the DNAliens focused on a control panel. It swallowed audibly, obviously aware of what happened to those that were brought to the commander's attention.

"He gave no heat source, my lord..." It muttered, nervously clicking its tongue as it checked the sensors for faulty signals. Despite the extreme cold, it could feel the gaze of its leader burning holes into its back. He knew his place and shivered.

"Wot are you doin' wanderin' into here, boy?" The Knight smirked down at him. Ben scooted as far back into the crates as he could go as another stepped closer, grabbing his chin to see his face.

"This one looks like death. Did you get lost in a fit of fever?" The second asked, the tone showing the taunt in his words. Maybe he could use that to his advantage. Claim he was dreaming and wander off. He was just lucky the Highbreed didn't remember who he was. He opened his mouth to try the lie and see how far he could get when yet another Knight beat him down before he could start.

"Hey, wait. I recognize this one. Ain't he that Ben Tennyson kid?" He grimaced, knowing this was going to get really bad. He lifted his arm to his chest and tried the Omnitrx while the men were distracted. It had taken on a dull yellow hue and refused to take any button command he gave it. Why did it choose now to fail?

He suddenly felt his face jerked back into the face of the second knight as he examined him. He cringed as the face was only inches from his own, and the man's breath was rather sour.

"I'll be damned, he's right, sir. Barely recognize him now. You get in some sorta accident, boy?" Ben felt a retort forming on his tongue at how HE must have been in some sort of accident when the male pushed him away into the crates behind him, forcing him to whack his head for the fourth time in about a week.

"Maybe we should just leave him alone. He may just keel over right here." The first Knight commented, eliciting a few laughs until the Highbreed came forward and grabbed him by the neck. He felt himself being lifted off the ground as he was raised to the alien's eye level.

"You." It began, acid in its tones. "You cost me my first operation, you filthy human."

"It was... you're fault... for deciding to land here... in the first place..." Though he was choking, he still felt the need to antagonize the Highbreed in a fasion that would make Kevin proud. Rage took the alien and it threw him to the other side of the chamber.

For the second time that day, Ben felt the air leave his lungs, but it wasn't only that. He was fairly certain he had dislocated his left shoulder as soon as his frame had hit the wall. Fairly certain became painfully obvious when he tried to sit up and felt the bone grate against the socket it was supposed to be in.

He held it, watching the Highbreed command the DNAliens, but it seemed that it was the Knights' turn as they advaced, lazer swords and guns drawn from their holsters. A sickening crack was heard as Zs'Skayer's powers kicked in and forced the bone into its proper place. He bit back the yelp and focused on the situation.

Could he make a mad dash for the exit? No, surely the whole ship was alerted by now. As if to answer his thought, sixteen hybrids ran in and blocked the exit, gargling furiously.

He felt the electrically heated wind as a laser bullet soared over his head. First shoot to miss. Always an intimidation shot before the real pain began. He was forced to rely on practiced fighting skills as the first swordsman was with reach. He swung in a wide arc, leaving his left side wide open for a quick kick. The man stumbled backwards as another approached using quick jabs instead.

His heightened reflexes were all the saved him from the blows. Apparently they had been underestimating him because if his appearance. No such luck now.

Weapon, he needed a weapon. No one could block a laser sword unless they had powers like Kevin or a usable Omnitrx.... Or even a box full of sonic devices. An idea hit him suddenly.

He ducked and rolled around the Knight, barely escaping with no more than a nick on his sleeve. He looked at the distance, as he did in soccer, and estimated that it was maybe thirty-five feet tops. But with over forty beings after him at once, it seemed much further.

The gun wielding Knights were the first to open fire on him as he dashed. He was able to lithely avoid the bullets as he sprinted, finding it easier to dodge with momentum behind him. The DNAliens came next, leaping at him as he approached. A few quick fist jabs brought down a couple, but it certainly wouldn't work on them all.

Come on, a few more feet... A sudden gargled squish sounded and he found that he couldn't bring up his leg. He tripped and as he fell, he could feel the cool metal container brush his finger tips. So close....

"Enough!" Shouted the Highbreed, his voice effectively freezing every one in the room. "He is mine, I have a score to settle with him."

"Now you just halt here for a mo'." The leading Knight shouted indignantly. "He destroyed two of our bases! I think we deserve this one."

Technically, the second one had been Albedo, but he certainly wasn't in a position to bring up his 'evil twin'. Plus, they were distracted again. Not an advantage he was about to ruin. It gave him a chance to experiment how far his reach was. Three inches. Three whole inches off.

_'Oh come on!'_ He mentally shouted, pulling against the yellow glue that held him in place. He found himself getting slowly closer, but it wasn't fast enough. He could hear them coming to somewhat of an agreement, if it could be called that.

"You cheating bastard! Wait until SHE hears about this!" The Knight called angrily, forced into a corner with his comrades by the hybrids. The Highbreed spared him a glance when he was only feet from his prey.

"They aren't going to care about your pitiful whining, human."

"Then they aren't going to care about yours either." The Highbreed turned back to Ben, intent upon smacking the insolence out of him when he was forced stumbling back, clutching the sides of his head in pain.

It was more effective than he imagined, sending the leader backpeddling away from the noise. He felt triumph for three seconds before dropping it to slap his hands over his own ears.

It was painful, like it was in his head even though his ears were covered. He couldn't take it. It felt as though his skull would burst if it remained near any longer. He kicked it with his free leg, sending it skittering to his right towards more metal boxes.

Whatever relief he felt for those few seconds were shattered when the sound waves were enough to actually break open the metal boxes. Metal shards flew everywhere and sonic devices fell, activating upon coliding with the ground. Their combined sound grew in radius until there was no escaping the noise. Everyone, human and alien alike, was forced to grab their heads to try and stop the noise.

Some of them went mad, attacking the being next to them. Trying to release their pain upon their partner. The Highbreed tried to shout orders but his voice reached none of them over the extreme noise. Some of the DNAliens even tried to attack him only to be swatted away like flies.

Ben wasn't fairing very well himself. He felt ill and wanted nothing more than to join the DNAliens in their futile struggle, but he held himself, trying to cling to his humanity. A much harder task than one would think.

The Highbreed seemed to remember he was there and realized that it was his fault everything had fallen from his control. He was upon Ben in three steps, clawed hands around his throat once more.

"You have ruined my operation again, human! But this time, you won't escape alive!!" He thrust Ben into the ground, the metal denting with the force.

This was it, he was going to die. Alone and at the hands of a murderous alien. Oxygen deprivation stopped any more thoughts forming in his head while the sound waves continued to deafened him. He was trapped with no way to escape.

"_Oh daddy, there is always an escape."_ A girlish voice said, giggling with glee. He had as most forgotten about it. A costly mistake as he had no way to stop it. All of his strength was focused on staying awake.

He gasped as the cold tendrils wrapped around his consciousness, pulling him into the dark once more. The Highbreed seemed completely unaware that anything was wrong with his prey. This was the last of the life escaping the human. At least he assumed so, until his four eyes were met by two enraged purple ones.

The commander found himself flying across the room when an invisible force hit him across the chest. He crashed into the same wall Ben had only with considerable more force, the wall bending inward in the shape of the body.

DNAliens turned to look when the loud noise of crunching metal caught their attention. The human was up and running at them, his features frighteningly angry. But they didn't run in fear as they normally would have. The sounds cancelled all rational thought, and they found themselves running to meet the challenge head on.

They never had a chance.

* * *

They were getting closer, she knew it. The sounds of banging could be heard and.... something else. They no longer needed to hide as the creatures themselves seemed to be scrambling and there was no time to deal with the two humans that had just entered the ship.

"Kevin, do you hear that?" Gwen asked, trying to keep in step so she could talk to him as they ran.

"Yeah. It's gotta be what shorted out the communicator." They had been on their way out of the tunnels when their earpieces had given a loud screech of sound before dying. They left them there, though Kevin hadn't quite gotten over the loss. They had been rather expensive.

They came upon a door that, on the other side, held the source of the noise. They stood in front of it, waiting for it to let them in, but it held tight. Gwen checked the sides for button panels.

"It must be jammed."

"Not for long." Kevin absorbed the metal on the door then punched a dent in the center. He then dug his fingers in and pushed it apart. The wall of sound attacked him first. He fell back, clutching his head. What the hell was that?

The pain stopped suddenly and he realized that Gwen had thrown a pink bubble over both of them, tripling the shield to make it sound proof. Kevin looked up, opening his mouth to thank her, but found she was fully focused on the room before them. He looked forward and found what had made her freeze standing in the middle of the room, throwing attacking DNAliens around.

"Shit." They had had to deal with him like this once, and it had turned out well for no one.

"Something's wrong..." Gwen murmured. This was a comment that Kevin would generally have responded to with sarcasm. Now though, he saw what she meant.

Ben had, during that time, fought with a smirk on his face and a witty remark waiting on his tongue. Zs'Skayr in everyway. But now...

"He's reacting like a wounded animal." It was true. There was no common sense behind the actions. Everyone who came near was taken down like a threat. No antangonizing, no smiles.

"We need to get him out of there." Gwen said, taking a few steps forward. This pulled Kevin back a little like a hamster in a ball. He stood, a hand on her shoulder.

"It wouldn't be the best idea to get him now."

"But if we wait, he could..." Gwen let the sentence trail off as structure from the roof fell, crushing many DNAliens, but also, conveniently, many of the devices. Still, enough remained to irk the aliens to continue fighting. She had a point, if they waited, the whole ship was going to come down on their heads.

He let her lead the way into the room, ready for an onslaught from anywhere. He didn't need to be. Most of the rooms inhabitants were down. Even the Highbreed and a couple of…. Forever Knights?

The last few leaped at Ben who froze them in midair with a raised hand an quickly threw away. They flew right at Gwen and Kevin. Gwen caught them with an extention of the bubble, setting them down gently behind them.

His focus had turned to them, expression pained, but the threat was clear. They had to stop him now. But how? Suddenly, her bubble began to crack down the middle. He was trying to break it!

"Gwen, the emitters!" Kevin pointed, assuming that that was the source for Ben's loss of mentality. Gwen nodded at him. The bubble broke and sent the two to opposite sides of the room. Kevin was helpless, able to do nothing as the noise penetrated his skull. He tried, ripping a slab of metal from the floor and tossing it towards the scattered devices. Many shattered in small explosions and sparks. Roughly five remained.

The radius for the noise was diminished greatly. Kevin could rest only for a moment before he saw Ben running at him, a hand raised. He looked fierce, the power refusing to release him despite him being now outside of the sound radius. Kevin was forced to dodge and tackle him down as Gwen destroyed the final devices that gave off sound.

She ran toward the two as Kevin, barely, found a submissive hold on him. It didn't last long as Ben flipped over and had him pinned, an elbow to his throat. Gwen sent a tendril of power at him, knocking him off Kevin. He caught himself in the air and landed on his feet, albeit forced to step back a bit to maintain balance.

"Ben, remember!" Gwen shouted, stopping next to Kevin, who was picking himself up. Ben looked at her, something similar to snarl on his features that softened suddenly as realization dawned on his face. He fell to his knees, his eyes dulled like he was going to pass out. Purple faded to a dull green and Gwen knew it was safe to run to his aide, skidding onto her knees a few inches.

"Ben, are you okay? What happened?" Ben took a moment to catch a much needed breath as his head felt like it was trying to explode. He retched towards the ground before looking up, a small smile on his features.

"Answer your question?" He said before looking to the ground again, a few drops of black liquid escaping his lips to dot the metal underneath. Gwen rubbed comforting circles on his back.

"We weren't fast enough, were we?" She sighed.

"Could you please talk lower?" Ben asked, looking at her with a pained expression. Right, the migraine was back. A headache was working it's way through her skull too.

"Sorry." She whispered. Ben still winced.

"He means lower your tone. No offense, but your voice is kinda sharp for a girl." Kevin responded for him, dropping his shield and walking around. He already knew Ben was fine if he was making requests.

"Ugh, again." Ben said, wiping his thumb across his lip and looking at it.

"We really need to figure out what that is." Gwen said, trying to lower her tone of voice. Kevin snickered, finding it funny that she sounded a little like a boy.

"Nothing we can do now. We need to leave. I didn't get every DNAlien in the vicinity, you know." Ben said, trying to standing. The blood quickly tried to rush to his head, dizzying him. Gwen caught him and lowered him, coughing, to the ground.

"You're in no condition to move." Kevin sighed, walking back over to Gwen and Ben, prize in hand.

"Carry this." He told her, tossing the sonic emitter at her. She caught it, a look of concern crossing her features for a second.

Ben looked up to see Kevin rather close with his back to him. He sat in silence wondering what Kevin was doing until he spoke.

"Grab on." Ben felt the warmth in his cheeks, but doubted it showed.

"I'll be fine. Just… give me a minute."

"You said we don't have a minute, and I believe that. Now, grab on." Ben sighed, wrapping his arms around Kevin's neck. Kevin lifted him off the ground in a piggyback.

Ben knew he had no choice and was thankful for the help, no matter how awkward it was for either of them. He tried to keep alert as they exited, but consciousness was fleeting. He could already see the darkness closing in from the corners of his eyes. He didn't have much longer. As he slowly drifted off, he could vaguely sense a presence within him, waiting for him fall into the depths of his mind so it could play.

* * *

**Ha ha! I am back! With two pretty pretty words. NEW SEASON. XD Let me know who's still reading this! R and R and you will get your very own alien plushie! **

**Xangabell**


	5. Chapter 4

**You would've thought I'd update on Halloween huh? I really wanted to anyway. Oh, well. Did I mention I luv you people? All this time I've been gone and you still give me reviews. Got my butt in gear anyway. Lol So thanks to you all in all of your awesome reviewing glory! (By the by, I have a little something I did in my spare time for you guys.)**

* * *

**Chapter 4**

His frantic breathing echoed all around him, his heartbeat pounding in his throat. He was blind, the darkness surrounding him in a thick, suffocating shroud. He was here somewhere, he could feel it.

"Ghostfreak!" He shouted. But, he realized, he hadn't shouted at all. Something was stuck in his throat, choking him. He coughed, both hands grasping at his neck.

A blur went past him, close enough for him to feel its light touch and malevolent energy. He uselessly whipped around to try and see where the creature went, his breath coming in gasps, but it had disappeared; though the aggressive feeling around him didn't vanish.

It was useless. He sank to his knees, retching violently. He was scared, desperate. He was going to suffocate…. if the creature didn't get him first.

Suddenly, as if something had responded to his silent plea, he found he could breathe. He pulled in cold, painful breaths only to be stopped by another gag. A hand flew to his mouth as a thick substance made its way out. He didn't have to see, to know that it was that black, coagulated blood-looking liquid.

Just as he made to angrily ask the dark what it was, something roared, tackling him to the ground immediately after. They rolled, the monster eventually pinning him down. It raised an arm to strike him, growling furiously. He quickly pulled his legs in and kicked up as hard as he could. The monster shrieked and exploded, gooey drops pelting him in the face and torso.

He sat up, wiping his face on his sleeve disgustedly, grimacing as he tasted some in his mouth. He spat before freezing, eyes wide. That taste, he knew it. He felt like throwing up again when he realized what it was.

Before he could register anything any further, a sensation surrounded him. He shivered as he felt a million eyes burning holes into him. He stood, looking everywhere, but could not define any shapes in the shadows. He could hear growling from hundreds, maybe thousands, of those…. Things.

His fear returned in an instant as a howl resounded from directly behind him. He twisted around in an attempt to protect himself when he felt one leap onto his back. A scream tore from his throat as it slashed through his skin. He reached behind him and threw it off, biting his tongue in pain.

Another was on him in a in an instant, enough momentum behind it to knock him over. It didn't give him time to knock it off. It thrust its hand into his stomach as deeply as it could, savoring its prey's agony.

He couldn't feel anything other than the pain as they tore at his flesh. The pain as they peeled it away and clawed at his insides. And soon, after fearing that his life would end, he began to fear it would not. He screamed at them, in plea and pain, but they wouldn't hear him.

And when he thought it couldn't get any worse, all of them converged on him at once, eager to share in the bloodshed.

"NO!" He shouted at the top of his lungs, swiftly sitting up. He immediately looked down, panting heavily, a hand checking his torso to find himself thankfully still intact. He took in his surroundings, finding them unfamiliar until he realized he was in the living room of his house.

Home… he was home. His breathing slowly calmed as he pulled his legs in to sit Indian style, a hand resting on a knee high table. Somehow he had ended up on the floor next to the couch. The nightmare must have caused him to toss and turn until he fell off. He thanked his luck that he hadn't hit his head on the coffee table on the way down. God knew he'd done that enough lately.

He stood, stretching, vowing not to fall asleep again until he was sure there would be no more nightmares. He winced a little, feeling a bruise on the small of his back. He sighed, knowing it had probably been much worse when he first hit that wall.

He walked toward the kitchen to see what time it was when a folded paper on the table caught his eye. It had his name on it in neatly written letters. He picked it up and unfolded it to read.

'_Ben, _

_We're both worried about you. That last fight seemed to take whatever you had left out of you. And, even though I know you're probably going to call and argue about this, we think you should sit out and rest for awhile. You really aren't in any condition to be saving anyone, so stay put, okay? Gwen.'_

He had expected something like this. He knew he was pushing his luck with his extreme exhaustion, but he did have a duty after all. And, much to his amusement, there was more writing at the bottom, though it looked as though it had been quickly scrawled as an afterthought in much messier handwriting.

'_By the way, Gwen didn't notice this, but the faceplate on your watch looks like it shut down. What did you do? Kevin.'_

"I didn't do anything…" He muttered, looking ruefully at the Omnitrix. "Um… Status?"

"User no longer identified. Security lock active." Brilliant. He sighed irritably, sitting in a chair. As he rubbed his temples to ease the slight headache, a thought occurred to him. He searched his jacket pockets but found it missing. He cocked his head slightly before looking around to see if it had fallen out of his pocket when they had brought him in. Nope, not downstairs.

He crossed his arms confusedly. It wasn't like it could walk… right? He shivered a little at the thought, walking slowly up to his room. He looked around, stopping in the hallway. Which door was his room again? He shook his head, feeling rather stupid, and took the first door in the hallway. Thankfully, that was it, but the feeling didn't vanish. He let it go, hoping that he'd lost nothing else in his last fit.

He peered around the room warily, the moonlight providing enough light for him to see. So far, it was exactly as he'd left it. Or, he thought it was how he'd left it. He walked to his bed and searched his messy sheets. Not there. He kneeled in front of the half-hazardly thrown pile of books and picked one up.

The title read "Biological Studies". He snorted. Whoever wrote this was probably trying to sound smarter than they were. He set the book down on his right and went through the rest of them. Not under there either. He crossed his arms, wondering if Gwen kept it to "talk" about later, when a small giggle caught his attention. He turned around and there it sat in the middle of the floor.

"Now how did you get up here…?" He wondered, expecting an answer. Unfortunately, he wasn't disappointed.

"_I walked, silly! Well, climbed really, but that's just details."_ It replied bemusedly, like it was playing a game. Ben raised an eyebrow, features expressing his skepticism.

"That's a lie." He said monotonously, deciding that he didn't feel like encouraging his schizophrenia at the moment.

"_Oh daddy, so ready to believe your friends so well, that you doubt yourself."_

"Yeah, well, look who I'm talking to." He rolled his eyes at the giggle as it responded in a small _"Touché."_

"_But consider the prospect! What if you're not as insane as they say?"_ Ben took a few steps toward the doll, stopping to kneel in front of it.

"If that's true, then what the hell are you?" It was quiet for a moment. He couldn't help the feeling that it was looking right through him.

"_You really shouldn't have to ask. You know exactly what I am. Does it bother you to be unable to tell?"_ He swiftly picked it up, holding it tightly in his hand as if to try and squeeze the life out of it. No such luck.

"You're product of my mind, created through an extreme screw up in my life; a projection to satisfy the hallucinations and the voices."

"_Oooh, getting technical, now aren't we? And so willing to think you're sick."_

"Don't toy with me!" He stood and threw the doll as hard as he could against the opposite wall. It bounced off, taking some paint with it, and rolled back within five feet of him. It continued giggling, trying to incense him further.

"_Are you angry? I can tell you want to destroy me, but you just can't bring yourself to do I can you? Ever wonder why?"_

"Just shut up." His tone was furious, but he tried to keep himself in check, clenching and unclenching a fist at his side.

"_Maybe I fill some estranged void within you. Like when a boy gets a puppy for Christmas, or, perhaps, a lover…"_

"I said, shut up!"

"_Or maybe, just maybe, you're a slave."_ He froze then, shock settling like a rock in his stomach. Many thoughts ran through his head, and he lost track of time as he tried to word his abrupt comprehension.

"… No, I can't be. I'm not… I'm just…"

"_You're too strong? You don't seem to understand your position." _He opened his mouth to demand what that meant when suddenly he felt as though his skull was going to explode with the sudden pressure. He fell to his knees, eyes flashing a brilliant violet as he tried to stave off the urge to run amok. His breathing became a frantic gasping as he used all of his strength to fight, but quickly found himself losing. Just as he thought he would be lost again, it released him.

He lay there on the floor, face turned to the side so he could catch his breath. After a minute or so, he slowly pushed himself into an upright position, sitting on his legs, a bead of sweat trickling down his cheek. He listened to the cackle of the doll and found it was no longer in his head.

"_Do you see now? You're powerless to stop this."_ He watched in growing horror as the doll sat up, eventually standing on its own. It dusted its dress off, looking at him with unchanging features. He quickly overcame his weariness enough to stand and back peddle away from it, eventually hitting his bed hard enough to knock him backwards onto it. He sat up and drew his legs in, suddenly afraid to even touch it. It seemed amused by his attempt to get away.

"What's going on? How come you can move now?" He received a small laugh in response, obviously telling him that he already knew the answer to that too. And, suddenly, he found he did. "It's you… You've stolen too much of me…

"_Perhaps. Doesn't it explain why your condition continues to worsen? Let me tell you of a bigger picture."_ It began, menace in its voice once more. _"What if my master wasn't really dead? What if all those times you lost control were not losses of sanity, but His mind entering yours?"_ He was stunned into silence as everything began to come together. He really wasn't crazy after all?

"_Now, I wouldn't go so far as to think that. Your mind is damaged whether you think it is, or not. That kind of power tends to have that effect on such a weak species. But since your mind became so damaged after that wretched red head decided to 'help', you needed an… external push in the right direction."_

"… That still doesn't explain how you're here if you never were originally from me." He managed to say, unable to suppress a tremor in his voice as all this information processed. The doll put an arm on its face as if trying to tap its chin in thought.

"_Now isn't that a good question…" _It mocked, crossing its small arms at him._ "I am, in all technicality, 'from you', but I'm also so much more."_It paused, seeming to try and play up the drama of the moment.

"_I am the failsafe for this species, the assurance that they will remain alive even when they are destroyed."_

"… A failsafe." Ben said more to himself than anything, his eyes showing the cogs turning in his brain.

"_Don't strain yourself. The answer is yes, it was quite possible that I have brought him back multiple times. I can't quite remember though. I don't always get to retain the memory._

"_And to answer the other question on your mind, there are indeed necessary conditions for me to come to my master's rescue, such as having a host. That's the most important factor." _The little doll began to twirl as it spoke, enjoying the fact that it could now move. Ben grimaced, unable to hide how creeped-out he was.

"_But here's the fun catch that's never happened to us before…. No human has been stupid enough to combine their DNA with ours! It's sped up the process so quickly! Now why didn't this occur to us before?"_

Ben watched the little doll in growing terror, pulling his legs up into his chest as it spun closer. He tried to form a sentence, a word, but nothing came except another coughing fit. He doubled over, choking until the black, coagulated blood-like substance came up again, making a line down his chin and large black splotches on his pants. He was stuck for about a minute before he could calm his breathing. He looked up exhaustedly at the doll. It had stopped its ballet session to watch in fascination, almost excitement.

"… You seem full of answers suddenly… Care to tell me what this is then?"

"_Mmm, perhaps, but I've said too much already…" _It teased, turning its back on him. It could feel its toy seething, and giggled. He was far too fun to play with.

"Tell me." He commanded, leaning forward. It had said this much so far. He'd be damned before he was denied the whole story. The doll remained silent, cloth limbs hanging by its sides.

"Tell me!" He demanded more forcefully, his right hand squeezing the edge of the bed. And before he could say again, it spoke, its voice strange; darker, emptier.

"_It has occurred to you that perhaps I'm lying... Don't you think that, quite possibly, none of this is real? And maybe I really am nothing more than a hallucination? That maybe your mind has provided these answers on its own to satisfy your growing curiosity?"_ Ben was rigged for a moment in shock. He looked down at the floor to his left, unwilling to believe.

"I don't know any of this… I couldn't even make it up if I tried."

"_Maybe you can't, but your mind can. Lying to oneself is the easiest thing to do. You won't make the connections, but, since you're not of the normal human mentality, your mind does." _

"Then explain how you can move!" Ben looked up angrily only to recoil in alarm. It was sitting back on the desk, exactly as he had found it.

"_Dear Daddy, I never could move." _He was at his desk in an instant, the doll once more in his hand. He clenched it so tightly, his knuckles turned white. Thoughts of destruction filled his head, but he soon found, as the doll had said, he couldn't bring himself to act upon any of these thoughts.

"_So much rage, and yet you can do nothing with it. How does powerlessness feel?"_ It was baiting him, but he was too enraged to realize it. But suddenly, to the doll's surprise, he smiled. It was a humorless, dark smile.

"You tell me." He said simply. A drawer on the desk flew open without him touching it, stopping just wide enough for him to drop the doll in. It slammed shut the exact same way and he stepped back, smiling at it.

"_You wretched human! Let me out!"_ It cried, screaming like a child who hadn't gotten their way. He could've laughed had the whole situation not seemed so disturbing. So he was left with his dark pleasure that he might be free.

"_You'll never be free! Locking me away solves nothing!"_ His smile faltered a little as a small knocking sound of stuffed cloth on wood began to emanate from the drawer.

"It punishes you for screwing with me." He looked to his right distractedly as he said this. He could've sworn a shadow had moved from somewhere…

"_Revenge? You humans… always willing to jump to physical punishment before words… Wait,"_ It said, suddenly anxious. _"Where are you going?"_

Ben didn't bother to look back, but his silence told the doll that his face had hardened, most likely out of resolve. He paused, both hands on the edge of he now open window.

"…" It penetrated his mind, searching for what he might possibly be thinking. It found the answer quickly, the thought standing out as if he'd been waiting for it to read him.

"_No, you can't!" _A small smile of satisfaction grew on his face as the doll became more frantic. He stepped onto the sill, sitting on the edge looking down, judging where to land with less impact. Just before he jumped, the doll shouted his inner worries about his plan.

"_You think this will work?! He won't help you! Nothing can!" _He sat there only for another moment, long enough for the doll to read his final thought. He won't help WILLINGLY.

The doll screamed just as he leapt, disappearing into the night.

* * *

"You'd think people would be a little more helpful when their city is getting destroyed."

"They're just worried, that's all."

"Worried? That guy was a gaping asshole, Gwen."

"Kevin!" Gwen scolded, arms crossed over her seatbelt.

"I'm just saying." Kevin replied defensively, examining the street name and pulling the wheel moderately left. They had stopped by the police station to ask where the chaos downtown was. The secretary at the desk had given them a look that clearly told them they were idiots and this had set Kevin off. They still got their directions but only after Gwen took over.

"Regardless of how much of a jerk that person was," Kevin grinned at the oncoming road. "We still need to locate where-" Gwen allowed her sentence to trail off. It was obvious they were going the right way as the streets grew steadily dirtier and dimmer.

"Hey Gwen, check it out." She leaned forward to see out of Kevin's window and saw two males running down the street, one dragging a steam pipe, the other waving a crowbar above his head. They both had the same expression. One that screamed that if any unfortunate soul got in their way, involved or not, they would beat that person to death.

Gwen leaned back in her seat, badly startled. She had never seen an expression like it. It was horrifying seeing people so ready to kill one another for no reason. She wanted so desperately for these people to come to their senses. Maybe if they got rid of those sound emitters…

Kevin looked out of the corner of his eye at Gwen. She was pale and looked like she was going to be sick. He frowned, pitying her, sorry that he'd pointed it out at all. He'd seen the worst of the worst in the underground and it wasn't to say he was used to this level of violence, but it wasn't unfamiliar either.

"Don't worry about it, Gwen. They'll snap back. We'll make them."

"I know." She replied quietly, looking at her lap. She wasn't sure she wanted to look out the window anymore. It was probably best that she hadn't.

Kevin drove slowly to watch the battle play out between S.W.A.T. team and the insane. The S.W.A.T. team stood outside along the sidewalk, stopping those who tried to run away. Battering them screaming to the ground, wrestling to put them in cuffs. The rest stormed the building with guns that Kevin believed were real. Yells of fear and anger were just barely audible that could easily have been mistaken for creaks and groans coming from the building.

Suddenly, a woman appeared in the window, her face monstrous in the dull glow of the nearby streetlamp. She raised a hand, revealing a gleaming object that soon turned out to be a pistol. She stood on the edge and fired down on the unsuspecting team. They all visibly flinched, one falling over, clutching his shoulder. Every one of them drew a long black gun from their backs and aimed.

Kevin turned another corner before he could see the outcome, but the sound of the bullets completed the story in just the same tragic manner. He turned his head to look at Gwen, making sure she was okay (if that was the right word for it), and found that, thankfully, she had stared into her lap the whole time.

He began to question actually going out and exploring. That woman had a gun. They've never faced anyone with human weapons before, and it could turn out much worse than they had intended. Plus, everyone seemed to want to kill each other. He wasn't sure either of them could fight anyone like that. Sure, they'd faced quite a few aliens who wanted their blood, but human weapons just held something more foreboding. Their design was something a laser just couldn't compare to. And truthfully, he was worried.

"Kev? You okay?" He continued to stare forward, but his face softened, realizing he must have been looking into the distance with stony features.

"Yeah, I'm fine." He replied, pulling into a run-down hotel parking lot. It was obvious the place had been closed for years. "You ready?"

"As I'll ever be." They both exited the car, the slam of the doors making an eerie echo in the silence. It seemed that the pandemonium down the street didn't carry this far. They both took a breath, staring at the building before them, taking in the boarded windows and the police tape over the door. Neither of them wanted to enter, but, sometimes, to get to the bottom of a situation, you must literally start at the bottom.

Kevin walked up to the door, running his finger along the boards zigzagging the door, stopping on the handle. He absorbed the steel, enough for his fist, and punched in the door. It splintered from disrepair, and fell to pieces at his feet. He took a miniature flashlight from his back pocket and shone it into the darkness. The LED cut through the blackness with ease, but couldn't seem to touch the back of the room.

He shone it back and forth slowly, checking for any signs of life. A couple of rats squeaked and ran when the light hit them, but other than that, it seemed there was no one. He paused for a second, listening. Gwen watched him curiously, eyes following him as he ducked under a board that had survived his attack. He looked back, signaling her to follow. She nodded and walked behind him.

Neither of them had much to say until they stopped in front of the first door; room 101. Kevin looked to her, seeing she was ready, and opened it quietly. He stood, looking around, eyes stopping on a boarded window. As he made his way over to it, Gwen swore she saw something shine in the corner.

He kicked the window open, streetlight light flooding the room, showing him the many layers of garbage littering the floor. A small whisper caught his attention and he walked over to Gwen, kneeling beside her.

She held up a broken piece of metal, face asking for confirmation as to what it was. He cocked his head. He wasn't sure himself, it was completely black. He took it from her, noticing it left a dusty black residue on her fingers. He wiped it on his shirt and held it up to the light. It glowed a dull gold. Gwen looked like her silent question had been answered. It was a piece from a sonic emitter, one that had been broken. But who had broken it? Her thoughts vaguely returned to the Highbreed ship, remembering the pieces from the box. It was Versidium, the inner workings of the device. As she examined it further, she wondered in the back of her mind if the police had managed to have time to deal with the ship.

**

* * *

**

"Idiot, don't place that there!"

"Quickly, move quickly!"

"Those go underground!" The Highbreed sat atop a stack of boxes, pressing a blue blob of sorts against his head. He watched what was left of his underlings rushing around, salvaging what they could from the wreckage. So far, all they could find were parts, and even those were questionable. They were just lucky the Versidium was so durable.

"_That boy has ruined my operation yet again..."_ He thought irritably, shifting the alien cold pack a little lower on his skull. Thoughts of vengeance filled his head, but he was interrupted by two DNAliens carrying the corpse of the head Forever Knight past him. He watched them go, feeling a small amount of happiness for a moment. He sighed and looked at the metal floor. That boy would certainly pay some day.

He allowed himself to feel at ease for a moment until a sound disturbed him. Well, it was less of a sound, more of a lack thereof. He looked back up, ready to angrily demand why they had stopped when a chuckle emanated from next to him. In one movement he had stood and whipped around, battle ready.

"How rude. This isn't how one should treat their guests." His red eyes opened wider in shock. No, it couldn't be. How could they have found out so quickly?

"I'm terribly sorry, my lady." He said as humbly as he could, bowing low, praying to whatever God would listen that she didn't kill him. She looked at him calculatingly, a smile set on her features. A smile that told a story of killing those who were disloyal.

"I don't believe you realize how sorry you really are." She replied, raising a hand. The Highbreed fell back, choking and realized something that might save his life.

"Wait...!" He wheezed, a hand up, begging for mercy. She cocked her head and released him. "Is the Tennyson boy with you?" She raised an eyebrow, obviously intrigued.

"Benjamin Tennyson. No. Why?"

"He has the same power, my lady, so I thought, but he destroyed my ship..." He struggled for words, unable to tell a solid story in fear. But he had said enough as she put a hand to her chin in thought.

"Does he now? My, this may have gotten a little more interesting..." Her grin almost touched her ears, but the danger behind it seemed much larger. Had they finally found it?

* * *

**Okay, stuff of not really importance, but hopefully of interest! I have posted on deviant art my depiction of the little Julie doll (With excessive amounts of scary-ness. Lol) if you want to check that out. And, a fun discovery! I have found Ben's voice actor in Bioshock 2! I have a video on my computer (It's long though) and if you guys want to hear it, tell me so and I might post it on dA as well. Or youtube, but I'm sure someone has it up already with better sound quality. Either way, I figured I wanted to share these with you (to hopefully make up for my absencecoughcough.) Tell me what you think! You know you wanna RnR! Lol (And I have the link up in my profile for the lil' doll.) Hope you all had a wonderful V-day! Much love,**

**Xangabell**


	6. Chapter 5

**Ben + girly scream= BEST. OPENING. EVER. Lolz And sorry if this isn't great. I don't have the energy to rewrite it… **

**Chapter 5**

Routines. They were burned into his brain. He couldn't forget them, no matter how hard he tried. Wake up, shower, breakfast, recreation, lunch, outside time (generally involved in reading while the rest played a sport of some kind), dinner, and lock down. Alone in his cell again, just as he liked it. It was his favorite time, because he was finally able to think. There was never time amidst the many inmates who either threatened to cut you, beat the living hell out of you, or actually kill you. Such barbarians.

He sighed, leaning over a tattered notebook, adjusting the desk light so he could better see the paper. The majority of it was covered in futile plans for world domination. A mutated something or other here, a flame throwing something else there. The usual. Another portion of the page was dedicated to theories about gene splicing and various DNA combinations he hadn't tried yet. A komodo dragon and an eagle didn't sound like a terrible combination at all.

But what had kept him sane in this hell-hole for five years was a small page committed entirely to what he was going to do to Benjamin Tennyson if he ever managed to escape. The very thought of splicing him with a frog made him smile. His happy thoughts were interrupted by an abrupt clanging of metal on metal.

"Hey, lights out Animo." The guard commanded, pointing the knight stick at him for emphasis. The doctor raised his hands in a surrendering motion and clicked a button at the base of the lamp, shrouding his cell in darkness. He lay down on the hard surface of his bed, having memorized its location. It wasn't hard to learn the whereabouts of everything in the cell after fumbling around in the dark for a few weeks.

He listened to the tap of the guards shoes on concrete slowly disappear as he walked away, stopping only once close enough for him to hear the same command given to another prisoner. Then, he was left to listen to his thoughts, and some idiot on the floor below him trying to talk quietly to his neighbor.

He contented himself with thinking about revenge, finding that he wasn't tired. He stared hard into the ceiling, making out cracks in the dim moonlight that filtered in through a small window. He pretended that the shapes they made were buildings, and that a large dominating crack in the middle was himself, ruling all the smaller, thinner cracks. It was childish, he knew, but there really was nothing better to do with his time.

A sudden scuffling to his left, outside his cell, caught his attention. He sat up and squinted, scanning the darkness for the source of the noise. His eyes met a peculiarly short shadow. Definitely not one of the guards, unless they had started hiring children.

"Who are you?" The doctor demanded, his voice a harsh whispering so as not draw the attention of the night patrol.

"You already know." That voice… Impossible, not in here.

"Benjamin Tennyson…" He growled, a scowl on his face. "Visiting hours were over three hours ago, boy" He expected a cocky answer of some sort from the boy, but was met with silence. He supposed it should have been anticipated as he had arrived in a fashion he never would've thought. Still…

"Have the five years wasted away your mind? Leave!" A slight chuckle from him, but nothing more, so he did the next best thing. "Guard! GUARD!!"

"Sorry to disappoint, but they won't hear you." The silhouette began swinging something around in his index finger. To Animo's horror, it was one of the night patrol's batons. He tried to speak, but all he could manage was a pathetic squeak. The boy seemed contented with waiting; still swinging the baton for entertainment while the doctor composed himself.

"… Why are you here?" Animo managed after a few seconds, coughing to clear his throat. Something was definitely not right. He wasn't acting as predictably as Animo was used to. He should be just itching to make fun of him, not killing guards just for a visit. He squinted his eyes to see into the dark. The boy seemed to be having trouble getting out what he wanted in the first place. Animo continued to wait though, not desiring in the least to find out firsthand how that guard had died.

"… To make a deal." He said finally, voice almost seeming like he had paused on purpose. The doctor waited for the punch line as this was obviously some kind of joke, actually beginning to laugh. Ben just waited, having expected this reaction. His next would be making fun of the fact that he had come to him for help, and then complete denial of his request. Simple. Human. Reaction.

"Has the great Ben 10 really come so low? What could you possibly need my help for anyway?" The answer the doctor received was Ben slowly stepping into the moonlight. He was looking at the ground, but it was clear what was wrong with him, and truthfully, the doctor was shocked.

"Dear God, boy… What happened to you?"

"A bad run-in with some Ectonurite DNA. As you can see, it's killing me and I need you to get rid of it." Ben replied bluntly, obviously beyond subtly. Animo sat there, an eyebrow raised. Help the child who had him imprisoned? Not likely. The fact that he had come to him must mean the boy was serious, but it was so befitting the hero. Like hell he was going to change that.

"Come now, did you really expect me to comply so easily? Tremble in fear as you prove that you mean business? Please. I've met people far worse than you. In here in fact. Now, begone and make sure that the guard you killed isn't traced to my cell." Animo said casually, waving him off.

"It's so easy to sound casual, isn't it? To hide your fear under that deep layer of hatred." The doctor froze in the process of laying down, setting an arm behind him to steady himself. He still looked skeptical, but there was something else in his eyes. A waver that was slowly becoming more pronounced as Ben continued to speak.

"You chose not to acknowledge it, and so it lies in wait, like a predator waiting for its prey to let its guard down. And as soon as you do, it will grab you, consume you and leave nothing but the feeling of pure terror. It will drive you to madness, the powerlessness…." The boy trailed off, catching himself, hand clutching the right side of his face, hiding his eye. He appeared to be in great pain, but the doctor didn't care about that. He was standing now, arms up to protect himself should he need to. This child… he was…

"Shut up!" Ben cried desperately, bent low in an almost defensive stance against himself.

"… You… You're…"

"… Insane?" He finished loudly, breathing to catch himself. His hand lowered, revealing one of his eyes had turned a sharp violet. "Yes! I am, but I've been through this already. Now, care to talk business with a crazy man? I don't know what I might do if you say no again…" He smiled widely, showing his rather sharp incisors, chilling the doctor.

"… The-the bars! You can't harm me through the bars! Now leave!" The smile didn't falter in the slightest as he raised a hand out in front of him. Animo watched him confusedly until he felt himself rising. His arms stuck to his sides as he rose higher until he was foot from the ceiling. He didn't bother hiding his terror this time. He was held there for one more second before being pulled forward into the bars. Most of the pain blossomed immediately in his chest, but his head soon followed in suit as the bars had struck both his temples. He looked up groggily, face to face with Ben.

"You were saying, _Doctor_…?" He spoke the title mockingly, but the smile had disappeared. Constantly fluctuating emotions. There was no denying the child had gotten himself into something nasty. Animo couldn't respond however, still dazed from the impact.

"Hm, you know, it was kinda rude. You didn't let me tell you what you'll get in return for helping me." He waited patiently for Animo to come back to his senses. All of a sixty seconds.

"Alright boy… I'm listening."

"Your freedom, for starters. I'll take you where you need to go to help me and then I'll let you go, no strings attached. Hell, I'll even help you skip town if you want." Animo watched him suspiciously, unsure whether or not to believe him. He wasn't in his right mind after all.

"I don't think that's all there is." Ben looked at him boredly, knowing exactly what he was implying.

"Well, of course there's always the part where I could've said 'obey or die', but I really didn't want to resort to that…" He glanced at the knight stick and Animo understood. He hadn't actually killed the guard, probably more or less just knocked him out and took the weapon he was carrying for himself. A scare tactic. Clever boy.

"… Very well." The doctor said with a relenting sigh that sounded more relieved. "I'll help you."

He felt himself suddenly released and promptly fell to his knees on the ground, gravity pulling him forward into the bars again. He sat up and rubbed one of his temples, feeling the headache coming on. As he continued to right himself, Ben produced a key from seemingly nowhere and unlocked the cell, pushing aside the bars with minimal effort.

"Truce?" He said, holding out his hand. Animo looked at it as he stood, weighing the pros and cons of the situation. He decided against attempting to overpower him after receiving a rather chilling wink from the boy.

"For now." He replied irritably. Ben nodded at him and began to walk, hands in his jacket pockets, the knight stick dropped, its purpose served. He shook his head once and muttered something unintelligible. Animo grimaced, walking a few feet behind him. The boy appeared to be sulking now, done communicating with who ever, or what ever, was in his head; most likely trying to block it out. Maybe, just maybe, if he was distracted enough, the boy wouldn't notice if he tried to accelerate the process. Whatever DNA he said he'd been spliced with was slowly killing him and a gentle push might just send him over the edge…

Animo smiled at Ben's naivety. Never make a deal with someone who wanted you dead.

* * *

A sudden crash broke Gwen from her thoughts. She whipped around, hands wrapped in manna and held out in front of her, battle ready. She quickly dropped them, placing one on her face as she breathed a sigh of relief. Kevin had managed to stumble on one of the many articles of clothing littering the floor and had tried to catch himself on the remains of a nightstand. He had remained standing, but the poor piece of furniture had fallen apart at his touch. He looked apologetically at her, before turning to the door, suddenly alert.

She made to walk towards him, but he held up a hand. He then closed the same hand but held up one finger, telling her "one minute" as he disappeared around the corner. She nervously shifted from leg to leg anxiously waiting for Kevin to return, hoping that whatever he had heard wasn't dangerous. She watched as he returned, quickly using the door frame to whip himself around and press against the wall. Gwen was at his side in an instant, mimicking his pose.

"Well?" She hissed, looking up at him expectantly.

"Five of them, all with weapons." He panted, heart racing in his chest. It really was a miracle that they hadn't seen him.

"It doesn't sound so bad…"

"Three of them have guns." Gwen felt her heart begin to race as well.

"Can we sneak by them?"

"They're coming this way." This became obvious to her as she began to hear their voices. It was disturbing. They weren't really saying anything. It was just more or less moaning, laughing or random words and phrases.

"Maybe I can-"

"Don't." Kevin told her. His expression was serious, like he knew something he wasn't telling her. He complied before she could ask the question. "Your manna shield can't stop a bullet." She almost looked offended. He sighed and continued as fast as he could, trying to quietly force the broken door closed as he spoke.

"Yes, you can stop lasers, but haven't you noticed you can see them coming? The beams travel slower than a bullet. It's more of a solid plug. That tiny piece of metal has more force behind it than an ion beam. Hell, they're made to penetrate armor." He stopped, realizing something. He pressed his ear to the door, listening hard.

"Hear that?" He asked, looking unamused. Gwen listened for a few seconds.

"I don't hear anything…?"

"Exactly." A gunshot rang through the air, punching a small hole in the door inches from Kevin's head. He yelped and fell backward, quickly scrambling to his feet. He looked around, eyes settling on a refrigerator. He pushed it over and absorbed the slightly rusty metal on the back.

"Kevin!" Gwen shouted, hiding behind a wall as more bullets riddled the door. When it appeared weak enough, fists began to pound the door, punching chucks out of it. Kevin peeled his eyes away from the antique oak, searching for another way out. He now had a better chance of fighting them off, but he wasn't bullet proof either. A point blank shot would definitely not bode well with his quickly diminishing chances of survival.

He looked around and, after another snap from the door, figured making their own way out was their only option. He backed up, aiming his shoulder at the back of a closet. With a roar that startled Gwen, he ran at the wall and knocked it down much more easily than he expected. The extra momentum drove him into another wall that refused to give way, stopping him face first.

"You okay?" Gwen asked, following him through. She paused a moment to throw a ball of energy through the hole in the door, and was rewarded with a shout of pain.

"I'll live." He replied, a hand rotating his jaw. "We need to keep moving."

"I'm not so sure that's a good idea." Gwen said, examining the room they were in. Kevin looked at her, an eyebrow raised in question. "Really? Kevin, everyone in this building probably knows we're here now!"

"That shouldn't be a problem. We won't see too many people wielding guns."

"How can you say that for sure?" Gwen asked, listening as the noises changed from trying to get in, to trying to kill each other. That energy ball must have upset their delicate alliance.

"Guns aren't legal here. And they're hard to get. Now if we were in Texas, that would be a different story…"

"Not funny." She said, looking irritated. Another gunshot rang out, silencing them both. They remained still, listening, trying to discern what was happening. Three more shots rang out, then stillness prevailed. Kevin, after a moments hesitation, pressed an ear to the wall, while Gwen promptly sat in meditative pose. She reached out with her mind and tried to feel the minds of the men. After a minute or so, Kevin realized what she was doing.

"Well?" He asked, looking at the glow her eyes emitted, even with the lids closed.

"They're dead." She responded with a frown. "But there are more people on the upper levels. I can't establish a baseline thought with any of them other than anger and little fear here and there."

"I think I'd be pretty pissed to if this was happening to my neighborhood." Kevin responded humorlessly. "But what was up with that group? We found the emitter destroyed. Shouldn't they be, you know, normal?"

"I don't think it stops there." Gwen returned to herself and looked up at him sadly. "It's brain damage Kevin. These people have been exposed too long. They don't accept this level of reality anymore."

"So… we're too late?"

"Don't say that. It might also be just a lasting after effect. There's still a chance that if we destroy them all, everything will return to normal." Kevin looked at her confusedly. Gwen sighed. "Let's just worry about finding the emitters for now." Another crash outside caught her attention, but this one was different. It sounded more like…

The building began to shake violently, knocking over any still standing furniture. Kevin heard the mirror in the small bathroom to his left shatter. He braced himself against the wall as it began to tip precariously to the left, moving further and further until it collided with the building next door.

The collision shook Gwen and Kevin to their cores, nearly throwing them out as the foundations cracked and collapsed. Kevin actually had to grab onto Gwen's wrist so she wouldn't be thown into the broken window. He soon didn't have to worry about the window as the entire wall broke apart, giving them a clear view of the road. He thought for a second of the possible way out, but the rest of the building could fall at any moment. Then again, they were no longer safe where they were.

"What the HELL are they doing out there?!" He shouted angrily, pulling himself and Gwen around the wall he had braced himself against to lean on.

"It sounds like someone crashed a car into the side of the hotel!" Gwen responded shakily, both yelling over the creakings the building was making. She could protect them both from the entire collapse of the building, but what about the other people?

Kevin scowled, fuming silently. They must have hit the corner just right the have it completely fall over. And the damn construct workers who built the hotel must have gotten lazy in laying the foundation. They hadn't checked if there was an underground pocket of loose soil. It's amazing the building had lasted this long at all, and their shoddy work was about to kill them both.

"What should we do?!" Gwen yelled, squeaking as the ground cracked beneath them and fell a few inches.

"Leave!" He looked back to the hole and Gwen understood. They made to run when a series of shouts caught their attention. "Shit! Get down!" He cried, knocking a pipe from the air that had coming flying at his head from around the corner. Four of them ran in, screaming their lungs out at them, most likely having heard them yelling.

Gwen, reluctantly, shot two orbs in their direction, both smacking into the chests of their attackers, knocking them down and winding them. Kevin wasn't having that easy of a time himself. One of them had managed to distract him long enough for the other to whack him across the back with a bedpost hard enough to break. Even through the metal, he was pretty sure that was going to hurt later.

With a satisfied smirk, he got his revenge by punching the man full on in the jaw. He heard the crack is it fractured and caught him before he fell to the ground, unconscious.

The last person, a woman in her mid-thirties, held a crowbar close to her chest, seeming to realize she had no ground in this situation. But logic be damned. She leapt at Kevin who dodged and put a rough chop to the back of her neck. She too was caught before she hit the ground.

The building gave another lurch and fell a few more feet, forcing a crack down the middle of the room. Kevin grimaced. If it fell anymore, there would be no way out. He looked to Gwen, ready to tell her to make a break for it, when he noticed her trying to lift the winded madmen with her powers.

"Gwen, no time!" She refused to respond, focusing solely on saving these men who had now become her responsibility. Kevin growled and followed her example, shouldering both man and woman before running after her. The hole, however, now required them to crawl out.

Gwen went first, pulling herself through the hole with her arms. She quickly sat up, remaining on her knees for leverage as she used her powers to pull the first man out. Kevin quickly dragged the next man closer so she could more easily wrap her power under his arms and rescue him too.

"Hurry!" Kevin shouted, pulling both man and woman closer. They were yanked out at the same time. Now it was Kevin's turn. He began to crawl under when the building gave yet another loud moan. Something cracked and he shut his eyes tight, waiting to be sheared in half when he felt Gwen catch his shoulders. He landed hard on his stomach as the gap fell together, rubble and rebar showering them with dust.

Kevin turned over to look at what nearly killed him, panting heavily. He placed a hand on his chest, feeling his heart beating rapidly against his rib cage, before falling back and laying on the pavement to better catch his breath.

"Come on Kevin. We're not done yet." Gwen said, already standing and holding a hand out to Kevin. He took it, pulling himself up, surprised at her upper body strength. It was true, they weren't quite safe yet. The building towered over them, covering the view of the night sky, pushing against the building across from it. His eyes traveled down from the building to the ground, eyes falling on the attacking vehicle. His heart leapt in his chest as he realized it was on fire.

"Yeah, we need to move. Now." He responded urgently, picking up the male and female again. Gwen looked down to pick up the two men, but failed to find them. They must have recovered and ran off while she had saved Kevin. She shook her head, and began to run toward the back of the building, Kevin keeping close. All seemed well until, at the front of the building, the car exploded.

Metal shrapnel shot in every direction, piercing what ever it was closest to. Gwen put up a shield behind them, blocking most of the deadly shards but one thin piece was traveling fast enough to run right through her solidified manna and into Kevin's right shoulder. He bit back the yell and continued forward faster. There were bigger things to worry about, like the collapse of a large hotel upon his head.

They made it, just barely, ducking behind a smaller facility in the back. Gwen slid down wall, panting, feeling the euphoria her adrenaline was providing. She smiled wearily, looking to Kevin.

"That was really close, huh-?" She stopped, noticing the pain on Kevin's face as he gingerly touched his shoulder. She stood back up immediately, rounding to his back. She couldn't suppress the gasp that escaped her lips as she saw the wound. The sharp bar stuck out at a downward angle, blood trailing down the sides of it until it hit the end where it dripped off. The dark red liquid was coming out much to fast, due to his accelerated heart rate.

"It's nothing…" Kevin tried to console, playing it off so she wouldn't worry. He reached back to try and pull it out when Gwen gently blocked his hand.

"You have to leave it. If we pull it out now, you'll just bleed out faster." He nodded, letting his arm fall back to his side. He looked at the two people he had carried. They lay sprawled out on the ground, oblivious to the world around them. He sighed, wondering where his sense of uncaring went when the answer wrapped her arms around his unwounded one.

"Kevin, I'm so sorry…"

"It wasn't your fault. Don't worry about it." Gwen opened her mouth to protest that statement when her gaze fell upon something that left her mouth open in surprise. Kevin looked at her for a moment before following her gaze.

His eyes fell upon a teen with messy brown hair and a green jacket. He squinted, wanting to be sure what he saw was correct when he saw who was a few feet in front of him.

"Is that…?" Gwen asked, tone dancing around the edges of anger.

"Yup." Kevin responded, a smirk on his face. Ben had finally gotten to the point where he didn't care how it happened, he just wanted to be better. He had to be proud of the kid, braking Animo out of jail with raising a single alarm. At least, not yet. He made to remark on this when he realized Gwen was no longer clinging to his arm. Rather, she was calling Ben's name. It didn't occur to him why she hadn't left his side to fetch him, when he remembered, through a failing of his legs, that she was trying to watch him as well.

Ben seemed to hear her through the sound of sirens on the other side of the road, and looked. His expression, at first sheepishly surprised, turned to sudden seriousness. He darted over to them, his prisoner temporarily forgotten. Kevin wasn't quite sure what had him so worked up, when he finally heard screaming behind him. There must have been a dozen of them and by the sound of things, they were pissed.

He tried to stand, to help Gwen fight them off, but it was no good. He'd lost too much blood. His shield fell first, receding into nothingness, making him ever more vulnerable. But it wasn't himself he was worried about.

Bodies were flying left and right, smacking into walls and light poles with seemingly no help, leaving dents and cracks in their wake. Some of them even appeared to be choking, clutching at their throats, clawing at the air just trying to take a breath.

Those who remained unaffected continued to batter at a shield Gwen had thrown up to protect herself and Kevin. They cried obscenities at them, lashing out with makeshift weapons. Some of them even spat at her.

Kevin tried again, desperately to help her, but he could no longer even hold a shield. His vision wavered before him, as if he were sitting at the bottom of a pool. He clung to consciousness, but before it left him, he saw something he could do nothing about. A male with an old revolver had circled back around Gwen and was aiming for her head, expression victorious. He tried to make a sound, anything to warn her, but nothing seemed to come out and right as the world went dark around him, a bang resounded, echoing in his head until he knew no more.

* * *

**Ha ha! A sooner update. :3 I'm feeling it again and hopefully this little cliffy will tide you over until I can work on another chapter. Enjoy the suspense while it lasts, my friends! **


	7. Chapter 6

**Happy Halloween my literate friends! May you scare many small children and laugh as you eat their stolen candy! (Not really.)**

**Also, hi AntiqueHeart! (For no apparent reason. ;P)**

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**Chapter 6**

Getting into the facility actually hadn't been so hard. Kevin had only been half-right. Animo HAD been in a government controlled facility, but he was currently being transferred across the country to some supposed better facility, so they had brought him back to Bellwood being it was on the way there. He had actually been in that small jail for three years, according to the files he had had time to rifle through. Something about being unable to accommodate him yet or some such nonsense. Which, in fact, was very lucky on Ben's part. He had only meant to break in there to view the files on where he was being held, and had found, to his pleasant surprise, that he was already there. The rest had been child's play really, since it wasn't often that someone broke into a jail.

And, after coaxing Animo out of his cage, he had maneuvered him easily back the same way he had came. There was a barbed comment here and there, but the promise of freedom had mostly silenced the doctor. That, and practically slapping the insane card in his face. He had purposely ridden it a little hard, but he hadn't expected the powers to respond to the play.

The spasm had forced another voice into his head. It spoke to him in a soft male voice, telling him not to bother trying to be normal again. It was depressing, telling him suicide was the answer he sought to normalcy. Ben had, naturally, refused, but it was still trying relentlessly, using cold hard logic to coax him. It was hard to ignore.

It also wasn't helping also that his cognition was beginning to slip. It took longer to recognize things. He could tell, as his logic was failing him too. Pretty soon, he'd probably be nothing more than a gibbering moron (Or worse. A violent gibbering moron. He grimaced at the thought.) but like hell he was going to just lay down and let it happen.

So now they were walking down the street toward a supposed underground lab Animo had managed to keep hidden from the police. It hadn't surprised him. Animo had had several labs as long as he'd known him. What had caught him off guard was that downtown was a lot worse off than he had originally thought. Even Animo seemed surprised.

"Know what's going on?" Ben asked, not at all desiring to make small talk with the villain, but if he really did know, the information could prove to be invaluable. Animo didn't turn to look at him. It didn't take a mind reader to know that the subject of small talk was mutually met.

"Boy, I've been cooped up in jail for years. How could I possibly know?" He responded irritably. Ben didn't press the matter. His nasally voice was grating on his head anyway.

A shout up ahead made both males stop in their tracks. Ben peered around Animo to get a better look and saw a man running at them, a locker door raised above his head. Ben looked at his weapon choice confusedly for a moment before remembering that there was an evacuated elementary school down the road from here.

Animo raised his hands above his head to shield himself from the impending attack. Ben looked at him bemusedly for a moment before jerking his chin toward the graffiti-ed wall on their left. Their attacker slammed into the wall, battle cry broken upon impact. The locker door fell from his hands, skittering to a stop at Animo's feet.

"I'd pick that up if I were you." Ben suggested lightly, gesturing for Animo to pick up the door. Animo did what he was told, expression worth waiting until the last minute to save him.

"Fucker!" The man screamed, already back on his feet from the bone-crushing blow. He leapt at Ben who caught him by the front of his shirt, using his own momentum to flip him over onto his back. Ben stepped back, waiting for him to get back up, but the man didn't. He lay on the ground and moaned. Ben contented himself with the thought that he would be fine. It was an incapacitating blow to anyone of human standards, but nonlethal nonetheless. He'd thank Gwen again for the karate lessons later.

He pushed Animo a little bit to remind him they were, in fact, still going somewhere. Animo responded by taking a few shaky steps before getting back into the motion, locker door held to his chest like piece of armor. It was more dangerous out here than he had expected. No one in the jail had even approached him like that.

Ben could almost sympathize with him, if he had known they were thinking almost the same thing. He hadn't expected it to be this bad at all. The news generally glorified every little thing they could get their hands on, but this seemed to be a little understated actually.

He observed the chaos around him, taking in every detail. There was a fire in the building across from him that a fire truck was currently trying to put out, there were cries and banging coming from the alleyways behind him, there were teams of police officers storming buildings, there was even a looter carrying a TV down the block… Well, at least the DNAliens were out of the way now.

His thoughts were interrupted by a loud screeching sound. He looked behind himself just in time to see a large van screaming down the road at an impossible speed. The driver looked like they were hell bent upon running every living thing down on the street. It also looked like they had seen them, judging by the demented smile now adorning their face.

"Get back!" He yelled at Animo, shoving him into an alleyway. He then ran into the road to distract the female, he discovered, driver. She followed him, oblivious that her pray had a plan. He then stood there, waving his arms to make sure he had her full attention. When she was ten feet from him, he swiftly sidestepped and, with a flick of the wrist, forced the car to swerve.

It quickly veered off with an ear splitting screech, swerving for a couple of yards before slamming dead on into an old hotel three buildings ahead, breaking one of the supporting corners. It seemed to have collided hard enough to actually knock over the building.

"Oops…" He muttered, a grimace on his face, an arm raised to block any dust or debris that might have made it far enough to get into his eyes. He had no thoughts about the people who could potentially be in that building as he watched it fall and crash into the building next door.

He walked back to the alleyway he had shoved Animo into and saw that he was still sitting, looking rather indignant. He offered a hand, but it was denied as Animo stood without it.

"Two times I saved your life today. Huh, you'd think we'd never've been enemies or something." Ben said, a hint of a smile on his face. Animo, however, remained stone faced, trying to retain some form of power despite the fact he really was entirely under Ben's constraint.

Wordlessly, he continued to walk, knowing he'd probably get a kick to the small of his back if he remained still for too long. Ben shrugged to himself, just happy that Animo was complying without him actually having to make good on the threats he promised.

They managed to walk a couple more blocks without any more interference, minus a couple of suspicious glances from some of the firefighters as they passed the truck. They must have been attacked from behind before. He calmly placed his hands over his ears as they walked by, the siren sound terrible in his head. He quickened the pace for both of them until he thought he was far enough for it to not feel like the mere resonance was trying to kill him.

As soon as he lowered his hands, he heard more shouting coming from the building that fell over. He was ready to play it off as more background noise, but, despite the many furious cries behind it, this one seemed familiar. Curiosity peaked, he looked, standing on his toes to see over the debris and dust, and took a step back in fright.

Monsters. Dozens of them. The ones from his nightmare; large, black, and dripping with inky goo. Gwen was at the front of their attack, and it seemed she couldn't completely fight back.

"Oh hell…" He muttered, running toward them, hostage forgotten. He had just seen Kevin on the verge of passing out from what looked like a wound in his back and Gwen wouldn't be able to handle these black demons on her own.

He threw them left and right, doing whatever instinct told him as he climbed over bits of concrete and broken metal; sharp rebar cutting through his jeans and into his hands, leaving bloody scratches in their wake. And, when he was ten feet from them, he heard Kevin groan. It wasn't of pain though, he was looking at something. Ben looked where he was looking and gritted his teeth, seeing the gunner in a blur. Without thinking, he threw himself behind Gwen, arms spread to ensure her safety. A sharp bang rang out, and pain consumed him, forcing him to his knees. And, despite the pain, he hoped that the bullet hadn't passed through himself and hit Gwen.

"Ben!" Gwen cried, turning away from the now subdued mob. The gunshot had scared her into turning around and all she saw was her cousin leaning over the ground, clutching his chest, while a furious looking man was trying to quickly reload the gun. She angrily shot an orb of pink energy at him, feeling no satisfaction as he plummeted to the ground.

She made to squat next to Ben when he held out a hand. It shook as he coughed, but his gaze was steady.

"Is Kevin…?" The rest refused to come out of his lips, as a mixture of blood and dark goo fell in strings down his chin.

"He's unconscious from blood loss…" She replied wearily. Ben nodded and shakily stood, still clutching his chest as if his hand could stop the flow. He made to walk toward Kevin, gingerly stepping over a puddle of muck the disintegrated monster had left behind, like it could reanimate at any moment and grab him. Gwen noticed this, but said nothing until Ben sat next to where Kevin lay.

"What am I going to do? You're both hurt…" Gwen started, before looking like she had an idea. "I'll be right back!" She exclaimed, rushing off before Ben could ask her what was on her mind. He couldn't if he'd wanted to as his ribs had cracked painfully, pushing in his lung. It forced him to cough harder and harder until, amongst the many globs of black that came from his mouth, something solid emerged. He couldn't check, the pain of his rib righting itself as well as his lung healing, kept him occupied.

When it was finally done, he lay back with his eyes closed and breathed, trying to forget the pain and calm his heart. As he did this, he heard footsteps rushing toward where he and Kevin lay. Almost immediately after, a felt himself being propped up and examined. He opened his eyes and, for a moment, saw more creatures, holding him up, but when he blinked, the image was gone, replaced by one of the firemen he had seen earlier and two ambulance drivers.

"Are you with me?" One of the drivers asked him, a hand under his shirt to check his heart. Ben pushed him off.

"I'm fine. Worry about him." Ben said gesturing, moving to let the man join his friend next to Kevin. Gwen squatted next to him, a curious expression on her face as she watched the men examine Kevin.

"Are you completely healed?" She muttered. Ben looked at her and nodded ruefully, looking over her shoulder at one of the puddles that lay moaning on the ground. It no longer looked like a dark stain to him. It was a bloodied female. A human. He rubbed his eyes. He had been hallucinating.

"You sure you're okay?" Gwen asked, placing a hand on Ben's shoulder after seeing a displeased expression cross his features.

"You want the truth?" He asked sarcastically, taking a deep breath and releasing it slowly. His eyes trailed to the ground and froze on the pool of blood and black goo. The solid object stuck out a little and he reached for it.

"Ben, don't…" Gwen said disgustedly, though she didn't stop him from gently pulling it out. It was the bullet, recognizable only by the shape, the bloodied goo sticking to it like syrup. He grimaced and flicked it away, vaguely thinking humorously how Kevin would probably make it into a necklace for him. Bullet jewelry with a story always attracted the ladies.

"I'll bring around the car." One of the EMTs announced suddenly before running off, leaving his friend to tend to Kevin.

"Will he be okay?" Gwen asked the remaining medical worker. He looked at her after a moment or two.

"He'll be fine." He responded reassuringly. "Much better than most of the people we've found around here. What are you kids still doing here anyway? Didn't you hear about the evacuation?"

"What's going on around here?" Ben asked him, hurriedly changing the subject.

"Well, first it was just rioting out of nowhere. Then the people banded together in angry mobs, tipping cars, destroying properties… you name it. Now it's like the whole damn civilization is just committing suicide. No rhyme or reason, no talking or communication. Just destruction of everything they see." He replied, tones indicating sadness, but his face remained professional. "Tell you the truth, I don't know what it is, but I've been here awhile now and I feel something… tugging on the back of mind."

"The Emitters." Gwen said. "There are small devices all around here, stuck to the sides of buildings most likely, that emit high frequency sound waves. It can be noticeably heard, but it's a little difficult. It's probably what's causing this madness." The EMT looked at her, face expressing some skepticism, but a hesitance still remained. Before he could question her, the ambulance drove around the corner, stopping near them. A few other EMT members hopped out of the back of the car and began checking the bodies from the fight.

"We have a few blood packs left, but we're gonna need to go back and restock after this." The driver told him with a shake of his head.

"Already?" The EMT sighed, picking up Kevin's unconscious form and gently placing him on a strapped down gurney. He swiftly put the gurney in the back of the ambulance, and hopped on the rear bumper, looking back at Ben and Gwen.

"Hop in you two." He said, waiting for them to rush forward. Ben looked to Gwen, his expression saying she could go if she wanted. He was not going to leave until he got to the bottom of this. Gwen looked hesitant. Her desire to go and make sure Kevin would be okay was powerful. She looked at the ground and took a step forward before looking at the EMT.

"I'm sorry, but we can't leave." Ben looked at her in surprise.

"Gwen…" He said softly, almost insistent. She ignored him, focusing on the wide-eyed look she was getting from the medical worker.

"I can't just leave you children here. It's way too dangerous-"

"Please, just go. And make sure he's okay." Her tone stunned the EMT. He sighed, rubbing the back of his head.

"I guess it is your choice. Just make sure that when I come back, you two aren't the next bodies I find in the street." Gwen nodded and the EMT slammed the back doors shut, signaling the driver to go. He went in silence, most likely to avoid attracting unwanted attention. Gwen turned around, her head hanging. Ben looked at her with pity, placing a hand on her shoulder.

"You should've went with him." Ben said, not unkindly. "I can handle this. There's still time to catch up-"

"And what? Lose you too?" Gwen returned, meeting his eyes.

"Gwen."

"No Ben. I came here stop the chaos, and that's exactly what I'm going to do. I'm with you all the way." Ben looked at her, taking in her confidence. He really had hoped that she would just tear up and run after the ambulance, but his cousin had never been that way.

"Alright, but be more careful. I can only take so many bullets for you." She smiled a little at that, before looking like she had just remembered something. "Oh, who were you walking with down the street earlier? I thought that it was Animo, but I was distracted…" Ben looked confused for a moment, opening his mouth to ask who that was, when it hit him.

"Shit!" He cried and spun around, scanning the street over the rubble. The Doctor was nowhere to be seen. How the hell was he supposed to get better now? His anger swelled with in him. That idiot better hope he didn't run into him again, because if he did…

The fire escape on the building behind them suddenly snapped and fell the ground with a loud, ear-splitting crash. Ben didn't care, he just flexed a fist at his side until he heard Gwen speak his name. He looked at her and saw she seemed somewhat frightened. His feeling of anger disappeared only to be replaced with a sense of unease. The other reason why he had hoped Gwen would run off with Kevin… He didn't want to hurt her.

"Come on." Gwen said, nudging him in the shoulder lightly, hoping to take his mind off the current situation and onto the bigger picture. He sighed, before looking at her, nodding. They walked off towards another building, hoping for a clue, unaware of someone watching them from the rooftops.

"_That's him! That's his new vessel!" _A childish voice cried with glee. The small arm of a doll pointed from the shoulder of a cloaked female. Said female ignored her. She didn't need the failsafe to tell her what she could already sense. Finally she had found their Lord. However, he hadn't seemed to have completely overtaken his host yet. No matter. There were ways to help that process along much more quickly. A smile slowly grew on her face as the doll on her shoulder giggled. Now it was just a matter of striking when the time is right…

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**If there are questions, I will answer them! But nothing pertaining to spoilers on the story. Well… You can ask me anyway, and I'll give you some kind of answer. I can't guarantee it'll be the one you want though. ;P Enjoy your massive amounts or cavity inducing candy! I know I will… :3**

**Xangabell**


	8. Chapter 7

**I'm not dead! Just horrendously out of inspiration. Thank you to every single one of you who reviewed during my prolonged silence. It really really makes me happy to know that people are still finding this and reading it. I would even list every single one of you wonderful people, but that would end up taking up the entire page. (I even thank those of you who just shot me an "update please".) And , even more amazing, I found some fan art on dA! My heart could just explode right now. (And a special thanks to Cleverun who actually beta-ed half of this for me. She's great, go check her out too. :)) **

**I know this chapter is bad for a come back, but I just couldn't look at it anymore. So I hope it can satisfy you while I, much more quickly this time, go and start a fresh chapter. **

**By the way, I have an announcement for you guys. Give me some thoughts at the end of this chapter.**

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**Chapter 7**

Gwen was silent. He wasn't sure why. He supposed it didn't matter anyway; he didn't much feel like talking himself. So they continued their investigation into a neighboring building. A quieter one away from the chaos and gunfire. He knew they would have to delve in there eventually, but he prolonged it for her safety.

He examined his surroundings, noticing they were in some kind of motel-esque apartment complex. It sure hadn't looked like one from the outside, but, then again, he wasn't sure what the outside looked like at all.

He sniffed, smelling cigarette smoke lingering in the air. It wasn't recent, smelling like it was coming from the lobby furniture. As he looked around, a shine caught his eye from underneath a cheap, chipped, white oak couch. He got down on his hands and knees, reaching underneath the enlongated chair, grasping for what he saw. His fingers found it, pulling it out to find himself eye level with a discarded .45 handgun.

He looked at it for a minute, flipping it back and forth in his hand, contemplating his find. He couldn't tell much from it other than that it was an old-fashioned M1. He could keep it, as a just incase. Then again, there were a lot of potential family members going insane out there. He didn't want to stoop to the level of murderer.

_"You've already gone there." _A voice reminded him quietly, amusement laden in its words. He frowned. He had, hadn't he?

"Then what should I do?" He murmured, waiting for a reply.

"What?" He turned his head, finding Gwen looking at him, eyes innocently questioning. He shook his head, suddenly kicking himself for being stupid enough to ask out loud.

"Nothing." He responded, gaze falling back to the weapon in his hands. He gave it a final one-over before ejecting the magazine, kicking that under the couch, and grabbing the slide before tearing it from the grip, rendering the pistol useless. He chucked it behind him without a second thought before turning back to Gwen.

"What's that?" He asked, noting a small grey notebook in her hands.

"A tenant payment record." She replied, flipping through the pages. "It's missing a few entries here and there, but almost everything seems to be in order." Ben walked behind the counter and looked over her shoulder for a moment before turning away to mess with some letters on the desk.

"Anything useful?"

"...Maybe. There's one tenant in here with a recurring record of not paying. It notes how the owner talked to them multiple times. Even called the police once. But... it's weird. After that, there's nothing." Gwen looked to him, her brow furrowed in thought.

"Think they went and 'did in' the owner?" Ben asked nonchalantly.

"Possibly."

"What's their name?"

"I'm not sure. It's just the initial 'J'."

"Huh." Ben picked up a particular envelope that caught his attention. "Looks like they've got mail." Gwen stood next to him as he opened the letter, wary of the various creaking in the building. He gently pulled out the folded paper inside, eyes quickly reading through it.

_"Helm for protection, energy for the fight. Ignorance from our enemies, siding with the light. He guides us ever closer, endangering all he sees. Rivers flow with crimson, everyone on their knees. -C"_

He looked to Gwen, seeing if she could make any sense of it. She shook her head. He frowned, pocketing the letter before a large 'boom' made them freeze. Dust fell into their eyes as they looked at the ceiling. They looked to each other, both of them thinking along the same lines of leaving before whatever that was found them.

They ran for the exit as quickly and silently as they could before they were forced to stop once more. A crash and another bang sounded from right in front of them, crumbs and rubble falling against the windowed entrance. It landed on the ground outside, hard enough to crack the pavement. As it stood, they were able to see it was remotely human, if a monstrous one at that. He had hulking girth, and heavy chains wrapped around his knuckles.

Gwen stood there frozen, surprised that such a person could exist. A bodybuilder maybe? Ben backed away slowly, grabbing Gwen's arm when he noticed she wasn't following. He hadn't seen them yet, so that was good. Maybe they could...

A roar interrupted his thoughts. He seized up, seeing the huge shirtless man charging at them.

"Get down!" He shouted, pushing Gwen behind the wooden counter. He focused on the beastly man, trying to stop him in his tracks. He was rewarded with a massive shoulder crushing his chest.

He lay on the ground, coughing, trying desperately to get his breath back. The man had other plans. Standing over him, he interlaced his hands and smashed them down on Ben's chest. Ben heard an echoing crack before the pain set in.

Before the man could bring his hands down again, a pink orb hit him dead on in the back of the head. He whipped around, snorting like a bull while looking for his attacker. Gwen stood there looking furious, manna gathered around her hands threateningly. The man, unfazed, ran at her next.

Ben slowly turn his head to look, a bead of black oozing out of his mouth, leaving a trail down his cheek. Why wasn't he able to stop him?

_"You aren't powerful enough in your state. Embrace what you are and you will be able to control all." _A voice told him calmly. It was the sanest sounding one so far. But he knew he couldn't. He wouldn't be able to control himself. He would go mad with power. Just like Him.

He heard Gwen shriek. She had thrown up a barrier to protect herself, but the man was intent on defeating the obstacle. It began to crack, pieces falling away, shimmering in broken fragments before disappearing. But she looked determined, if a little strained. She stepped back and threw up another one with one hand, while the other formed a pink whip. She struck him, surprising him for a moment, but only enraging him further. He began to beat down her shield again, despite the whipping that was leaving him covered in cuts.

_"She needs your help! Are you going to let her die?" _Right then, her barrier broke, leaving her open for a straight punch to the jaw. She was out cold before she hit the floor.

Ben forced himself up, a hand wrapped around his crushed chest.

"Hey! I'm still standing!" Ben wheezed, painfully waving one arm to get the man's attention. The monstrous man looked to him and roared mindlessly again, angered that his previous prey hadn't died. He charged over to him clumsily, cracking his knuckles together, making a menacing clanking noise with the chains. Ben turned and ran down the hall, leading him away from Gwen. The man ran after him, intent upon killing a teenager with no thought as to why.

Ben huffed, feeling his ribs crack back into place as he ran, allowing him to slowly run upright once more. He turned a corner, skidding on the dusty wooden floors, and ran up a flight of stairs. He opened a door and slammed it behind him, hoping that the man would follow. He could play cat and mouse until Gwen wakes up at least.

He could hear his quick angry breaths getting closer and closer. Looking around, he saw a cheap, broken metal bed. Acting quickly, he grabbed the top part and kicked the weak rusted point near the frame, successfully detaching it. He thanked all lucky stars that the rubber of his shoe had kept the kick relatively quiet. He slowly crept back against the wall, holding his new weapon close to him as though it were a life line.

He listened for the brute, and paniced as he realized the footsteps were going back where they came. Realizing every consequence, he stood back, lift the bar high, and smacked the rusty bedframe with all his might. It left a resounding clang that seemed to echo throughout the entire building. It took a few seconds to process before he heard the man stomping back. The door splintered with the force of the man's shoulder as he looked around, uncaring towards his new splinter-filled wound.

Ben ran up behind him and whacked him in the back as hard as he could, leaving a gaping scratch in its wake. The man yelled out in pain, before turning about, delivering an elbow to Ben's face. He staggered back, a hand on his cheek. The man roared and brought his hands up, ready to deliver a fatal downward blow. Ben raised the bedpost above him with two hands to guard, and was rewarded by falling backwards onto the floor covered with peeled wallpaper and plaster.

The man wasn't done. He raised a foot to slam into Ben's stomach. Ben rolled out of the way, standing once more and raising his now bent weapon. He aimed a kick into back of the brute's knee, missing as the man turned and tackled him. Ben awkwardly tried to hit him with the post while pinned, but the angle restricted any power he could put behind it. It was knocked away and the beating began once more. Left and right blows forced Ben's face back and forth, pain blossoming all along his spine and head.

He couldn't move, barely think. All he could hear were the voices, some whispering and some yelling, but all had the same intent. Darkness wrapped around his mind, dulling the pain. He wanted to fight, but now it was like a gentle lull, erasing the pain and clouding his thoughts. The voices grew louder and louder, rising to an almost deafening level, before falling silent, content that their work was finished.

The brute had stopped to breathe, wearing himself out from all of the yelling and adrenaline-laced movement. He could still feel his rage, boiling his blood and spreading like poison. He raised his arms one final time, fully intent upon crushing the boy's skull.

Suddenly, he was forced off by a wave of invisible energy, making the air shimmer like heat off of a sidewalk. He flew into a wall and bounced off, landing with enough force to crack the wooden floor. He slowly stood, seeing his prey back on its feet and ready to attack. He wasn't given a chance as Ben punched him across the face, the force spinning him through the air and landing him once more on the floor. He lay there, trying to register what happened, confusion and pain stopping him when Ben leapt on his back, bring his knee down right along his spine. The floor split in all directions, eventually giving way, forcing them to fall down into the first floor. Wood and cement fell on them with painful force, but neither of them were about to let the other walk away alive.

* * *

Small pebbles of concrete pelting her face slowly roused her. She moaned and sat up, standing as she remembered they were still in a fight. She looked up and saw a hole in the ceiling a few feet away. Eyes tracing down from it, she saw Ben and the crazed man standing off. She couldn't see Ben's condition with his back to her, but the expression on the brute's face made it obvious that Ben had worn him down.

She rolled onto her knees and stood up, manna encircling her hands as she prepared for round two.

"Ben, stand back!" She ordered. She was met with silence as the two circled each other, oblivious to everything other than the eventual kill. A battle cry from Ben startled her as he once again leapt onto the man. She was shocked. He wasn't just fighting anymore, his aggression told her that. Suddenly, she could sense it. A cold, oppressive feeling that made her shiver. This was no longer Ben.

Another smack followed by a loud splintering crack resounded as Ben threw the man by his arm down the hall and into a suite. He left no time between the air and the impact as he raced down the hall, leaping through the freshly made hole.

Gwen raced after them, guard still up but now worried for her cousin. She peered through the hole to see Ben standing over the man, his sneaker pinning the man's head to the wooden floor. The beastly man roared and snorted, trying his best to throw the boy off as he steadily put more and more pressure on his skull.

"Ben, stop! You'll-!" She stopped midsentence and realized he would. He would kill this deranged man, a poor controlled muscled head, and walk away without a second thought. Just like he almost did to Cash.

She threw her arms in the air, summoning manna just as the man passed out, and thrust them forward, pink tendrils rushing out from her hands. They snaked through the air and, just as they were about to wrap around her cousin, they broke into pieces, glimmering out of existence. She tried again, hurrying as the blood began to gush from the man's nose. The exact same result. Why couldn't she touch him?

Her thoughts were ceased by a sickening crunch and a couple of drops of wetness landing on her clothes. Her eyes quickly looked away in horror, but not before she saw the dark crimson mixed with bits of grey matter leaking from what used to be a human's head.

Ben stepped back. No sadistic smirk on his face, no laugh telling of a higher intelligence. Just a look making sure he was dead before turning back to the hole to leave. His eyes met Gwen's and she involuntarily shivered. Those eyes held an unholy rage that sought to destroy anything in his path. Maybe even her...

He stepped towards her, leaning forward as though ready to leap at her. She raised her hands, pink energy surrounding them. A grim look set upon her features as she held her ground to, at the very least, defend herself.

"Don't do this Ben..." She warned, a waiver in her tone detectable. Ben stood ready, waiting for an opening. He was a predator, and she was nothing more than prey. Black began to drip from his mouth and nose when he sprung towards her, hands raised like he was going to scratch her. She side-stepped, throwing up a disk-shaped shield that he quickly destroyed. He backed off, face taking on a more strained look.

_"She's important..."_ Something whispered. It was extremely faint, like it was steadily fading away, but still prevalent enough to make its point clear with a small pulse in his mind. It made him pause, but not for long as he rushed at her again. Every shield she threw up, he broke down until eventually, he had her cornered in a room filled with discarded clothing and trash.

She was breathing heavily, trying her best to survive. Every time she lashed out, the energy would break apart after barely getting a nick on him. She couldn't understand. She wasn't trying to cut him, she was trying to wrap him up like she had done in the desert, but it just wouldn't let her. Was Ghostfreak hiding a power from them?

Ben looked at her form, his predatory senses taking note of her weak stance and heavy breathing. He could strike her down at this very moment. She wasn't even trying to fight. But then, that surge from before came back even more powerful. It said nothing, but its intention was made clear.

He pressed his hands to his head suddenly as an amazing amount of pain struck him. He shouldn't be attacking this girl. The voice was right even though he didn't know why. She was important.

Ben looked up a her, a tear in one of his eyes from the sudden pain that was now fading. Get away. He had to get away now. Before he would do something he would... regret? What was that? It was bad and that was all he needed to know now.

Gwen felt a glimmer of hope as he looked up at her again. His expression showed that he was becoming aware again. Maybe now he could be talked down. Not that she could use any force if it came to it.

"Ben, it's going to be okay. Okay?" Her voice shook as she took a step towards him, hand out, almost as if reaching for him. The real him. "I... We can help you. We can-Ben!" She shouted as he suddenly took off down the hall. She dashed after him, trying to keep up, but he was fast. He had always beaten her in racing games when they were little. He slipping once the dirty remains of a rug before disappearing around a corner. Gwen turned the corner after him, hoping against all odds that maybe she could corner him. He might still listen to reason. But when she looked, he was completely gone. Not a door was open and none of the other rugs had been disturbed. It was for all intents and purposes, a dead end. It was as if he had vanished into thin air.

Was he hiding? He couldn't have opened and shut a door that quickly and not made noise. She walked forward cautiously in case this may be a trap of some kind. She contemplated calling out when a loud thump came from behind her. She whipped around, seeing her cousin darting in a new direction and instinctually looked up. The scratched and scuffed wallpaper showed that he had been hiding in the corner of the ceiling, waiting for her to come around so that he could double back. Clever.

She chased him again, panting and crying his name, almost begging for him to stop. They both ended up in the lobby downstairs where they began. Despite heading for closed doors, he didn't slow down. Instead they blew open as if even the Gods were helping him as he ran outside into the dangerous streets. She didn't hesitate for a second. Her cousin needed her even though he didn't seem to know it.

He ducked and weaved with a grace Gwen hadn't known he possessed as he dodged over fallen rubble and small fires. They were getting deeper into the chaos and she was running out of breath. But, at least, so was he. Especially in his extremely unhealthy state.

Black liquid was left in small patches behind him as he finally began to slow, his body unable to keep up. He stopped in the middle of an alleyway, closer to the rioting than Gwen would have wanted. He seemed to be retching, more black than blood coming out of his mouth.

_'What is that?' _She thought vaguely, starting to think it was more important than she had originally thought. He turned to look at her, face struggling between utter rage and concern that she had followed him. It only took her a second to decide to try again. Taking caution, she walked forward slowly as though approaching a frightened animal.

"It's okay Ben. I want to help." She cooed, her voice soft but still audible over the screams and bangs. Her hand was outstretched again, every inch of her being wishing he would reach out a take it. His labored breathing started to become easier, but he remained hunched over, ready to leap at a moments notice. But still she came, aura calm despite everything that's happened up until that point. He wiped his mouth on his sleeve, and watched her come closer. Was this why she was important? He needed to know. Slowly, ever cautiously, his hand came up too, reaching out to let her touch him.

Gwen could almost jump for joy. He was actually coming back! She was so afraid she had lost him for good. She continued to talk to him, growing softer as they came closer. She was so close. She reached just that little bit farther...

A sudden force blasted them both apart, sending Gwen flying into the street and Ben into an adjacent building. The wall crumbled upon him, but the building held its upright structure.

As she finally rolled to a stop, she looked up, seeing a girl in a black winter cloak standing between them. The hood hid half of her face, but the other half that Gwen could see, was smiling dangerously.

"It's nice to finally meet you. It's sad though that you can't stick around to chat." Gwen only had time for her eyes to widen as she was dragged upright by her neck. An invisible force was slowly choking off her airway. She clawed at the air, trying to find purchase in an unexisting surface. As blackness began to dull her vision, she summoned as much mana as she could and fired off a bolt.

It soared through the air, almost making a whistling noise before it struck the girl in the face, sending her in a head over heels flip. Gwen felt her knees flare up as they struck the ground. Coughing and rubbing her neck, she looked up, her vision swimming. The girl sat up, her hood pulled up enough to reveal one eye.

"You little bit-!" A humongous chunk of brick and cement flew out of nowhere and knocked her back once more, sending her flying into a parked car with the ball of rubble on top.

"Are you okay?" That deep voice...

"Kevin!" She turned around and saw him kneeling next to her, a hand on her shoulder. She threw her arms around him happily, fighting back tears of joy. "You're okay!"

"He's not perfectly well, but he'll thrive." Another voice said behind them, almost completely devoid of emotion; holding a level of intelligence that didn't seem to suit the voice.

"Alan?!" She was flabbergasted. What on this earth was he doing down here?

"Not quite." He said vaguely, eyes distant as he looked toward the car the female had recently been crushed into. Gwen looked to Kevin, desperately seeking an explanation.

"I'll tell you later." Was his only reply as he helped her to her feet. His skin was covered in steel, the cold soothing on her aching bruises. As she opened her mouth to ask, the rock on the car suddenly flew into the air, smacking back into Kevin and knocking him away. The girl got up, cracking her neck as dust flew around her.

"Hm, this body must be wearing out if I didn't see that coming." She walked forward delicately, the hood having fallen from her face, leaving Gwen unable to move in utter shock. The raven haired girl stopped, a twisted grin forming on her face as she accessed the memories of her host. Gwen took this moment of reprieve to try and move, but found she was frozen in sad realization. This girl was...

Julie.

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**Okay, so real fast like, I decided to help support a Ben 10 fanfiction club made by my dear friend mentioned above. When I finish writing the new chapters, they are going up in her club first. After a week, I will post them here. So, if you want to read these more immediately, they will be there first. If you're patient (And you have to be to have waited this long for a new chapter. Again, thank you. 3) they will be posted here too. Her club is linked on my profile. Much love, Xangabell.**


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